Thinking Big Doing Better · a common Indian market, improve tax compliance, boost investment and...

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Thinking Big Adani Enterprises Limited Annual Report 2016-17 Doing Better

Transcript of Thinking Big Doing Better · a common Indian market, improve tax compliance, boost investment and...

Thinking BigAdani Enterprises Limited Annual Report 2016-17

Doing Better

01-05 12-13 20-21Corporate Snapshot Renewable Energy Managing Director’s Review

Forward-looking statementIn this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

06-09 14-15 22-23

10-11 16-19 24-31Coal mining and trading City Gas Distribution Financial Performance

Agri Business Chairman’s Statement Corporate Social Responsibility

At Adani Enterprises Limited, we are present in several important national sectors that help build the nation. These sectors include coal management, renewable energy, edible oil, agri-storage and city gas distribution.

These sectors are critical for the sustainable

growth of the economy even as they

represent the country’s backbone. As a result

of our emphasis on large and timely capacity

creation, we have emerged as the largest

player in each of these businesses within just

two decades of our incorporation. As India

reinforces its position as the fastest growing

economy, we are driven by an even more

ambitious 2020 vision, reflected below.

This ambition is encapsulated in our overarching vision of ‘Thinking big. Doing better.’

Coal business

200 MMTby 2020

Renewable energy

10,000 MWof solar power by

2022

Edible oil

8 MMTby 2020

City gas distribution

50 citiesby 2021

Adani Enterprises is among India’s most diversified business conglomerates.

Coal mining Mineable reserves: 12 bn MT

Locations: India, Australia and

Indonesia

Production, 2016-17: 12 MMT

Solar powerGenerating capacity: 808 MW

Location: India

Power generation, 2016-17: 787 MU

KW/H

Agri-storageCapacity: 8.5 lac MT

Locations: 13 locations in India

Grains handled: Take-or-pay

arrangement

Edible oilRefining capacity: 12,000 TPD

Locations: 16 locations in India

Edible oil sales, 2016-17: 2.08 MMT

Gas distributionPipeline network: 5,350 kms

Locations: Ahmedabad, Vadodara,

Faridabad and Khurja

Gas distributed: 408 MMSCM

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Adani Enterprises Limited is the flagship entity of the Adani Group, one of India’s largest business conglomerates.

Group overviewThe US$ 12 bn Adani Group enjoys

significant interests across resources

(coal mining and trading), logistics

(ports and logistics, shipping and

rail), energy (power generation and

transmission) and ancillary industries.

Through these businesses, the Adani

Group is integrated into the core

of the world’s largest democracy,

touching millions of lives.

Corporate overviewAdani Enterprises is one of

India’s fastest growing diversified

conglomerates with business interests

across coal trading and mining,

renewable energy generation, agri-

storage infrastructure and services as

well as edible oil and gas distribution.

This business mix - business-to-

business and business-to-consumer

– is directed at enhancing access to

basic services (electricity through

timely coal availability), creating a less

polluted world, delivering quality food

grain and providing healthy cooking

media. In doing so, the Company

contributes to creating a better world.

ValuesCourage: We shall embrace new ideas

and businesses

Trust: We shall believe in our

employees and other stakeholders

Commitment: We shall stand by

our promises and adhere to a high

standard of business

CulturePassion: Performing with enthusiasm

and energy

Results: Consistently achieving goals

Integration: Working across functions

and businesses to create synergies

Dedication: Working with commitment

in the pursuit of our aims

Entrepreneurship: Seizing new

opportunities with initiative and

ownership

74.92%Promoter’s equity holding

(31st March 2017)

20.96%Institutional holding

(31st March 2017)

11,905Enterprise value as on

31st March 2017 (H in crore)

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Adani Enterprises Limited 25th Annual Report 2016-17

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Adani Enterprises is a conglomerate that addresses diverse consumer needs, engaged in holistic value creation for its stakeholder ecosystem.

Adani Enterprises is India’s largest thermal coal importer.

Adani Enterprises is India’s most successful and only profitable mine developer and operator.

Adani Enterprises operates one of the country’s largest edible oil refineries.

Adani Enterprises’ Fortune brand is a market leader in the edible oil space.

Adani Enterprises pioneered bulk food grain handling, storage and controlled-atmosphere apple storage technology.

Adani Enterprises is one of the largest renewable power producers in India.

Adani Enterprises is a leading Indian player in the area of city gas distribution.

This is who we are

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Adani Enterprises Limited 25th Annual Report 2016-17

81 Coal trading volumes,

2016-17 (MT)

4% Growth in coal trading

volumes, 2016-17 (%)

99,589 Trees planted/

replanted, 2016-17

Coal mining and trading

Adani Enterprises has been India’s largest coal importer for nearly a decade. This entrenched market leadership has been the result of a strong and well-knit team with high levels of productivity, together with robust multi-year customer relationships and proximity through multiple satellite offices, branches and global offices.

The Company sources coal primarily from suppliers in

Indonesia and Africa, among others, fulfilling the role of a

critical supply chain partner for a number of customers in

the private and public sector in India.

With coal increasingly coming under the environmental

and regulatory glare we are proactively engaging in

business transformation to progressively emerge as a

green, environment-respecting, responsible and integrated

mining enterprise. In this transformation, we are

increasingly leveraging global best practices with respect

to technology, training, safety, environment-consciousness

and operating culture to enhance our financial and

operational sustainability on the one hand and sustain

investments in environment replacement at a far greater

level than that we take from it on the other.

For instance, our tree plantation rate at the level of 24

trees planted for every tree cut and a near 88% success

rate in replanting trees from impacted areas reflects our

seriousness to more than give back what we take from

natural resources and ensure that our environmental

compliance transcends beyond regulatory requirements.

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This is our calling card

• Among the top three global coal traders

• Largest importer of thermal coal from Indonesia and South Africa

• Largest coal handling merchant in India

• Multiple winner of ‘Coal Importer of the Year’ award at different forums

• Successfully operating MDO contract in the Surguja cluster at Parsa with a rated annual capacity of 27 MMT

• Bunyu operations recognised by Wood McKenzie as the lowest operating cost coal mine in Indonesia

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Adani Enterprises Limited 25th Annual Report 2016-17

Mine development and operationsAdani Enterprises Limited is the

pioneer of the Mine Developer and

Operator concept in India with an

integrated business model that spans

full mine development to coal supply

chain. The Company enjoys a long-

term contract as mine developer

and operator for coal mining in the

Parsa East-Kente Basan mine (PEKB)

in Chhattisgarh (estimated reserves

of 452 MMT). It provides the full-

service range – right from seeking

various approvals, land acquisition,

rehabilitation and resettlement,

developing required infrastructure,

mining, beneficiation (on-site)

and transportation to designated

consumption points. The Company

also enjoys long-term contracts

for two other MDO blocks to be

progressively commissioned.

Key highlights, 2016-17�� Enhanced shipments to 7.3 MMT,

higher by 32% despite a near 70-

km road haulage required from

pithead to rail; in doing so, we have

demonstrated strong operational

and logistical efficiencies for hauling

large coal volumes over lengthy road

stretches

�� Conducted a successful public

hearing for ramp-up of the Parsa

Kente mine capacity from 10 million

tonne to 15 million tonnes per

annum, an outcome of the efficacy

of our consistent and exhaustive CSR

practices, facilitating the expansion

of Parsa-Kente mine in Chhattisgarh

through strong community support

�� Became L1 bidder for Gare Palma I,

II & III, Talabira II and III and Pachwara

South, with an aggregated peak

capacity of about 74 MMTPA.

�� Leveraged the increasing use of

technology with a view to preserve

the environment, build social

infrastructure, enhance mine area

productivity and benchmark our

efficiencies with global best practices;

also used drones for increasing

surveys and surveillance, especially

across inaccessible areas.

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�� Enhanced focus on building a safety

mind-set and culture, documenting

world-class safety practices coupled

with implementation; the result of

this was zero accidents and injuries,

a creditable achievement across

sizeable mining operations.

�� PEKB is on its way to become a

‘Model Mine’ in India, not only on

account of its operating efficiency but

also on account of its engagement

with the community, CSR and

environment-related activities; all our

efforts are oriented towards staying

true to being a ‘Responsible Green

Miner’.

�� Bestowed with the Golden Peacock

Innovative Product/Service Award

2016 by Institute of Directors for

pioneering the concept of Mine

Developer cum Operator (MDO) in

India. Other awards include Energy

& Environment Foundation Global

CSR Award 2016 & 2017 in the

Platinum category for continuous

outstanding achievement in

implementing CSR programs, Energy

& Environment Foundation Global HR

Skill Development Award 2017 in the

Platinum category for outstanding

achievement in adopting innovative

strategies for Human Resource

Management and Skill Development.

Coal Trading�� Adani Enterprises has been India’s

largest coal importer for nearly a

decade. Its team comprises 200+

executives managing operations

through more than 20 satellite and

branch offices and three global

offices. The major coal sourcing is

derived from suppliers in Indonesia,

South Africa and other countries,

feeding supplies to various pan-India

customers.

�� The financial year 2016-17 was an

important year in our coal trading

business as we engaged in the

transformation of our business

model by shifting the customer mix

increasingly in favour of private sector

customers and overseas markets with

the government mandating PSUs to

increasingly rely on domestic coal; this

re-balancing helped maintain our coal

trading volumes.

Plan of Action, 2017-18�� Leverage the government’s

ambitious Sagar Mala project to

increasingly shift the movement of

coal to coastal logistics; we anticipate

as much as 15% of our total coal cargo

to move to Sagar Mala.

�� Increase the share of sales to private

sector coal customers to 35% (from

the current 22%) of the overall sales.

�� Develop depots across some

strategic pockets of India for

enhancing distribution logistical

efficiency, resulting in better customer

service.

�� Leverage IT and technology

in coal trading (evaluating the

e-commerce distribution and logistics

model to derive a better technical

understanding in refining our own

model).

Our coal assets – ChhattisgarhParsa-Kente (RRVUNL) Parsa (RRVUNL) Kente Extension (RRVUNL)

Block area (~sq km) 27.11 12.52 17.59

Mineable reserves (mn MT) 452 184 170 (tentative)

Peak capacity (MMTPA) 15 5 7

Production commencement February 2013 2019 2019

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Adani Enterprises Limited 25th Annual Report 2016-17

Agri- business

The Company ventured into the agri and horticulture storage business to plug the deficit in high quality cold storage facilities, essential for arresting the colossal waste of India’s farm produce. Consider this: in 2010, India produced 68 million tonnes of fruit and 129 million tonnes of vegetables, the second largest producer in the world. About 30% of the fruit and vegetables was wasted. India wasted an estimated 1.94 lakh MT of food grain between 2005 and March 2013.

Adani Enterprises entered the edible

oil business when India was largely

import dependent. Edible oil ranked

third after crude oil, petroleum

products and gold in India’s import list.

Even today, about 70% of the annual

edible oil demand of 20-21 million

tonnes is addressed through imports.

Adani Enterprises (through Adani

Wilmar Limited, Adani Agri Logistics

Limited and Adani Agri Fresh Limited)

is one of the most exciting agro-

commodity sector proxies.

Adani Wilmar owns the ‘Fortune’

edible oil brand, India’s edible oil

market leader with a 19% share

(consumer pack). It also owns and

operates one of the country’s largest

edible oil capacities (12,000 TPD

refining and 8,000 TPD crushing)

with manufacturing facilities across

16 strategic pan-India locations.

The Company possesses the largest

distribution network among all

branded edible oil players in India

comprising more than 96 stock points,

5,000 distributors and more than one

million outlets pan-India (about 10% of

the industry’s total retail penetration).

It also possesses the largest portfolio

in India’s edible oil industry comprising

brands like Fortune, King’s, Bullet,

Raag, Avsar, Pilaf, Jubilee, A-Kote,

Fryola, Alpha and Aadhaar.

Adani Agri Logistics is a pioneer in

the area of bulk handling, storage

and transportation (distribution) of

food grains, providing an end-to-end

bulk supply chain solution to Food

Corporation of India and various

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State Governments. The Company

commissioned India’s first modern

grain storage infrastructure for

Food Corporation of India in 2007.

It commissioned grain silos in Moga

(Punjab) and Kaithal (Haryana) to

store grain; it established receiving

silos in Mumbai, Chennai, Bengaluru,

Kolkata and Coimbatore connected

through Adani’s dedicated railway

rakes. The Company provides pan-

India multi-modal logistics services

(movement of goods in containers

by train, road and sea). The Company

is developing logistics parks to

provide service-enhancing ground

facilities (aggregation, warehousing,

holding, inspection, custom bonding,

stuffing/de-stuffing of export-

import, domestic cargo and loading/

unloading onto railway wagons).

Adani Agri Fresh established its

presence in the horticulture sector

through world-class packaging

operations and storage facilities.

These services ensure the selection

of only the highest grade of

horticultural products for storage

and consumption. It pioneered the

controlled atmosphere storage

technology for apples, transforming

the apple growing and storage

ecosystem of Himachal Pradesh,

while creating a popular ‘Farm-Pik’

brand. The Company’s operations

also cover other horticulture

products like citrus fruits, litchi,

cherry, grape and pomegranate.

The Company possesses the largest distribution network among all branded edible oil players in India, comprising more than 96 stock points, 5,000 distributors and more than one million outlets pan-India (about 10% of the industry’s total retail penetration).

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Adani Enterprises Limited 25th Annual Report 2016-17

Renewable energy

At Adani Enterprises, we are in business to add value. We do so through a wide-ranging engagement across sunrise sectors; one of these included renewable energy with an emphasis on solar power.

OverviewThe Jawaharlal Nehru National Solar

Mission (JNNSM) was launched in

2010 with a grid-connected solar

projects target of 20,000 MW by

2022. The Union Cabinet, chaired

by the Prime Minister Shri Narendra

Modi, increased the national solar

power capacity target under JNNSM

five-fold, reaching 100,000 MW 2022.

The target will principally comprise

40 GW rooftop power and 60 GW

through large and medium-scale grid-

connected solar power projects. The

additional target is 60 GW for wind

energy, 5 GW for small hydro power

plants and 10 GW for bio power.

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The renewable energy target is in

line with the Paris Climate Accord

target of generating 40% power

from renewable energy sources by

2030. The government is playing an

active role in promoting the adoption

of renewable energy resources by

offering various supports, such as

generation-based incentives (GBIs),

capital and interest subsidies, viability

gap funding, concessional finance and

fiscal incentives, etc. Policy measures

include UDAY scheme, enforcement of

Renewable Purchase Obligation (RPO)

and Renewable Generation Obligation

(RGO); incentives also include the

setting up of exclusive solar parks,

development of power transmission

networks through the Green Energy

Corridor project, infrastructure status

for solar projects, raising tax free

solar bonds, providing long tenure

loans and raising funds from bilateral,

international donors and the Green

Climate Fund to achieve its target.

Recently, the government announced

an ambitious scheme to double solar

power generation capacity under

the Solar Parks Scheme to 40,000

megawatts (MW) by fiscal 2020. The

price of solar energy has declined

significantly from Rs.17.90 per unit

in 2010 to about Rs. 2.44 per unit as

evident in the recent Bhadla Phase-

III auctions, thereby reducing the

need of VGF/GBI per MW of solar

power. Foreign investments picked

up in the sector. Japan’s Softbank

has committed to invest $20 bn

(£16.2 bn) in the Indian solar energy

sector in conjunction with Taiwanese

company Foxconn and Indian business

group Bharti Enterprises ( i.e. SBG

Cleantech).

What we are proud of:�� Adani is India’s largest renewable

energy IPP (independent power

producer) with a consolidated

renewable portfolio exceeding 2.2 GW.

�� Adani commissioned the world’s

largest solar plant of capacity of 648

MW in Tamil Nadu in a record eight

months.

�� Adani commissioned India’s largest

single-location single-axis tracker solar

plant of capacity 100 MW in Punjab.

�� Adani targets achieving a renewable

energy portfolio of about 10 GW by

2021.

Sectoral outlook�� Stiff competition pulling tariffs to

rock-bottom levels, even cheaper than

conventional sources of power.

�� India added 5.5 GW of solar capacity

in FY2016-17, taking the tally of total

solar capacity to 12.28 GW. Another

7.7 GW of solar capacity is proposed to

be added in FY 2017-18.

�� As on 31st March 2017, we had

an operational solar and portfolio

of 848MW with an additional

1280 MW under various phases of

implementation expected to be

completed by FY18.

�� Exploring opportunities in foreign

markets including Ghana, Morocco,

Vietnam, Bangladesh and Australia.

�� Impact of GST implementation

is tentatively additional 8% in GST

regime vis a vis VAT/CST regime.

India added 5.5 GW of solar capacity in the FY2016-17, taking the tally of total solar capacity to 12.28 GW.

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Adani Enterprises Limited 25th Annual Report 2016-17

2,112 Commercial

connections

1,033 Industrial connections

7% Growth in gas business

volumes, 2016-17 (%)

2,45,000 Domestic

connections

City gas distribution

Overview

Adani Enterprises is one of India’s largest private sector natural gas marketing company with a clientele comprising industrial, commercial, residential and vehicular consumers.

The company’s gas business was

present in six Indian cities during

the year under review. The company

enjoyed a positive recall in the cities

of its presence for the following

reasons: safe and dependable product

quality, competitiveness, incident-free

operations, mature operations and a

critical mass of satisfied customers.

The principal challenges faced by this

business have been those related to

awareness. There is a growing need

for this environment-friendly fuel to

be taken ahead on the grounds that

the hidden and latent costs of its

consumption are considerably lower

than costs related to alternative fossil

fuels, requiring responsible advocacy

and awareness-building. The sector is

also marked by challenges related to

the growing need for technicians and

semi-skilled professionals; the sector

is marked by extended gestation in

network commissioning and service

rollout.

Key highlights, 2016-17�� Adani widened the service footprint

from four cities to six (Ahmedabad,

Faridabad, Khurja, Vadodara,

Chandigarh and Allahabad).

�� Entered into a joint venture with

the giant Indian Oil Corporation to

accelerate service rollout across

a larger number of cities in a

compressed time-frame.

�� Strengthened concept marketing

for the product and service; launched

a mass media campaign following

the engagement of a radio jockey

ambassador, highlighting the benefits

of natural gas use.

�� Worked with interested agencies in

enhancing awareness of the use of

this environment-friendly fuel.

�� Trained plumbers at Adani Skill

Development Institute; provided a

stipend through the training tenure;

completed the first batch followed by

job assurance and placement.

OutlookThe Company intends to widen its

pan-India service footprint from six

cities to 11 during the current financial

year, increasing this to 50 by 2021.

The Company will focus on growing its

residential penetration by extending

beyond 300,000 customers.

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This is our calling card

• Among the most prominent Indian private sector gas companies.

• Largest in India’s city-based gas consumer retail segment.

• Matching the sectoral growth average in India.

• Broad-based customer spread (domestic, commercial, industrial and vehicular).

• Widening spread across each customer segment.

• Joint venture with Indian Oil Corporation to widen Indian footprint.

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Adani Enterprises Limited 25th Annual Report 2016-17

CHAIRMAN’S STATEMENT

The Indian economy is set into climb to a higher growth orbit on account of the government’s far-reaching policy actions including demonetization, which delegalized almost 85% of the currency in the system in November 2016, and the implementation of the Goods and Services Act (GST) that will have a far-reaching impact on the economy through a unified tax regime. These structural resets are expected to strengthen India’s economic growth by at least 100-150 bps over the next 2-3 years.

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Adani Enterprises was established

with the singular objective to cater to

the needs of sectors whose growth

would directly fuel the development of

the nation. The basket of businesses

that are held by Adani Enterprises

include coal trading and mining,

renewable energy, agri-storage

infrastructure and services, edible oil

and city gas distribution.

Anchored by a strong vision for the

future, each of these businesses has

been created on a strong foundation

that will consequently facilitate

rapid scale-up. This will be especially

important to cater to the growing

needs of a nation poised to retain its

position as the fastest growing in the

world.

Though coal is considered to have a

negative impact, especially among

environmental groups, the case for

the resource is unquestioned in

reaching power to the darkest corners

of the country. The government is

embarking on sweeping reforms

that include distribution utility

re-energization through UDAY and

giving an impetus to infrastructure

creation that will lead to a sustainable

growth in then demand for power. The

Government accomplished milestones

to encourage the coal and the coal

mining sector while balancing it with

charges that subsidise other greener

sources of power generation as

India begins to moderate its carbon

footprint.

Over the past few years, we have

created a robust coal trading and

coal mining business with integrated

‘pit-to-port-to-customer capabilities’.

Our coal trading arm and our coal

mine development and operations

(MDO) businesses are the largest

in the Indian private sector. In a

significant achievement in 2016-17,

we successfully conducted a public

hearing, facilitated the expansion of

our Parsa-Kente basin in Chhattisgarh

following strong community support.

This validates our commitment to

local development and spreading

prosperity beyond our factory gates.

We also completed the groundwork

for the potential 30-year award of

Mahagenco’s GP II block that will add

reserves of 24 MT coal.

Over the past year, solar power has

gained significant traction with

the result that power purchase

costs through solar are lower than

conventional energy costs. The

Government’s ambitious thrust on

solar is visible in its Jawaharlal Nehru

National Solar Mission (JNNSM) that

was launched in 2009 and targets

grid-connected solar projects at

100,000 MW by 2022, the country

progressively generating 40% power

from renewable energy by 2030, as per

the Paris Accord.

I am proud to mention that Adani

Power is India’s largest renewable

energy IPP with a consolidated

renewable portfolio exceeding 2.2

GW and with targets of achieving 10

GW by 2021. During 2016-17, we took

this vision ahead by commissioning

the world’s largest solar plant with a

capacity of 648 MW in Tamil Nadu

in a record eight months, we also

commissioned India’s largest single-

location single-axis tracker solar plant

of 100 MW capacity in Punjab.

In our agri-business, we are proud

to have established India’s first

integrated bulk handling, storage and

logistics system for food grain. Aimed

at minimizing post-harvest losses and

improving operational efficiencies, we

provide a seamless end-to-end bulk

supply chain to Food Corporation of

India. With state-of-the-art silos and

rail terminals in major cities, Adani is

changing the future of food security

in India. The rail infrastructure and

bulk loading facility developed for

this project has set world-class

standards for the country. Besides

maintaining nutritional quality of food

grain and reducing losses, Adani silo

terminals have benefitted farmers,

the government and end consumers

across the public distribution system

value chain. The overwhelming

success of this model has led the

Government to accept it as a future

The Government’s ambitious thrust on solar is visible in its Jawaharlal Nehru National Solar Mission (JNNSM) that was launched in 2009 and targets grid-connected solar projects at 100,000 MW by 2022, the country progressively generating 40% power from renewable energy by 2030, as per the Paris Accord.

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Adani Enterprises Limited 25th Annual Report 2016-17

mode of storage and transportation

of food grain. Apart from serving

Food Corporation of India, our

agri business is also committed to

modernise storage infrastructure in

the States by creating silo terminals.

The Company has set up state-of-

the-art silo terminals in various parts

of Madhya Pradesh, benefitting

numerous farmers and generating

savings for the Government of Madhya

Pradesh. Farmers are linked directly

to these terminals where they deliver

their crop. While extending this model

to other parts of the country, we

established a wholly-owned subsidiary,

Adani Agri Logistics (Panipat) Limited,

to develop, operate and maintain silos

for the storage of wheat in Panipat,

Punjab, the wheat bowl of the country,

on a DBFOO (design-build-finance-

own-operate) basis under the public-

private partnership (PPP) mode.

We also pioneered the storage of

apples under controlled atmospheric

conditions and helped structurally

alter the apple farming sector in

Himachal Pradesh.

Our edible oil business, under Adani

Wilmar remains the largest contributor

to our agri business vertical; we

continue to be the market leader

in this sector. In a business where

distribution is the key to reach out

to as many customers as possible,

the Company possesses the largest

distribution network amongst all

branded edible oil players in India

touching more than one million outlets

pan-India. Based on a preference for

branded products in matters of health,

rising disposable incomes and growing

per capita edible oil consumption, the

country’s edible oil industry outlook

appears bright. Adani Wilmar, which

entered the edible oil business in

1999-2000, is the largest edible oil

company in the country with a share

of 19.5%. We are looking at replicating

this success in other branded food

items such as rice and dal, which are

bigger categories. This growth plan

will be met by the expansion of some

of the existing units based on their

locational advantages, particularly

those close to the ports, expanding

some contract units and entering into

new arrangements at new locations. In

the South, which accounts for about

33% of the total branded market, Adani

Wilmar is aiming at a bigger market

share by teaming up with some local

mills. Importantly, the country’s edible

oil market size is worth Rs. 100,000

crore and of this, 55% is accounted by

the branded market. By diversifying

and adding other branded food items,

the Company is primed to witness a

big jump in its revenues over the next

few years.

Our city gas distribution business

continues to expand, aided by

softening crude oil prices. The

Company’s existing network of

pipelines (in excess of 5,000 kms)

provides piped natural gas to

residential, commercial, industrial

customers and compressed natural

gas to the transport sector in

Ahmedabad, Vadodara, Faridabad

and Khurja. With the Petroleum

and Natural Gas Regulatory Board

expected to augment the city gas

distribution network to cover 240

cities by 2022 from the current 44

geographical areas, we are creating

the necessary infrastructure by

building a network of pipelines across

55% Branded edible oil

market share

100,000 The country’s edible oil

market size

(Rs. in crore)

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seven cities in a joint venture with

Indian Oil Corporation. We are also

drawing up plans to bid for another

10 cities with the objective to improve

profitability and market share.

At our Company, social responsibility

takes centre-stage. Adani Foundation’s

core programs of education,

healthcare and livelihood touch a

number of lives every day, even as

we build strong community goodwill

and support. We feel privileged to

have been change agents in India’s

grassroots development.

Going into the future, we are excited

at the unfolding opportunities within

our range of nationally-important

businesses. We are optimistic of

business sustainability and invite you

to be a part of our journey.

With my best wishes,

Gautam AdaniChairman

In a business where distribution is the key to reach out to as many customers as possible, the Company possesses the largest distribution network amongst all branded edible oil players in India with more than one million outlets pan-India.

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Adani Enterprises Limited 25th Annual Report 2016-17

Rajesh S Adani,Managing Director,

Adani Enterprises Limited

In India, we witnessed demonetization, solar energy

prices falling to all-time lows and enactment of the

Goods and Services Tax (GST) that will alter the Indian

indirect tax regime. Global coordination between

countries became more pervasive as they attempted to

manage through some of these changes. Technology

and business model disruptions became more of a norm

than the exception, altering the corporate landscape

significantly.

Within this evolving environment, we performed

reasonably well. Our coal trading business remained

stable with volumes of 81 MMT in the financial year

2016-17. Prices recovered in the second half of the

financial year 2016-17 before stabilizing, the recovery

largely attributable to increased spot and forward

buying by China as a result of domestic production cuts

coupled with stable coal burn. With a fall in the volumes

of government business in India, we diversified our

basket as a comprehensive logistics solution provider

under the Sagar Mala mission of the Government of

India. Furthermore, we shifted our focus to emerging

markets such as Bangladesh, Sri Lanka and Thailand,

among others, along with a multi-fold increase in sales

to private sector players in India. We also diversified

our commodity basket with the addition of pet coke,

Chilean coal, US coal, Columbian coal and Russian coal,

providing more options to customers and staying as

their preferred partners. In doing so, we are providing

our customers a one-stop integrated coal management

convenience in meeting their energy needs.

With the country’s growing focus on the “Make in India”

platform, the mining sector has become the backbone

of the Indian economy with the objective to help the

country achieve the target of 24x7 power for all. In coal

mining, the mine developer and operator (MDO) model

is the way forward for developing and operating mines

in India, considering that state PSUs, which are allotted

coal blocks, prefer to focus on their core competence of

power generation. Our India mining operations achieved

The last few years have seen unprecedented global turbulence - the financial crisis, upheaval

of commodities and energy markets, seismic geopolitical and economic shifts for a weakened Europe, a slowing China, a re-energized America and more recently, Brexit.

MANAGING DIRECTOR’S REVIEW

20

the objective to upgrade skills of the

local community and, make them

more employable in line with the

Government’s Skill India mission.

VTC will have the capacity to train

1,000 individuals annually in various

fields like mining (with simulators),

sewing machine operations (tailoring),

electrical, fitting and welding etc.

We are also working to promote Digital

India through Project Digital Gram,

providing training to villagers in the

use of various modes of cashless

payment. A large number of rural

youth have been enrolled to make

them computer-literate. Amongst

various initiatives that we have taken,

a series of measures are directed

towards environment protection and

green belt development. We deployed

state-of-the-art technology for tree

transplantation; more than 5,600

trees with a girth size of less than 60

cm were relocated with a survival rate

of more than 80% in the last 3-4 years;

we planted as many as 29 trees for

every tree felled. An in-house nursery

has also been established which

has germinated more than 200,000

saplings in the short period since the

project was operationalized.

More than 140,000 plants of native

species have been planted over 50

Ha of land including reclaimed land,

safety zone of project areas and

nearby villages with a survival rate of

33% growth in production volumes

and we are confident of achieving

our vision of emerging as one of the

largest coal mining companies in the

world. The Indonesia mine operations

were affected by unprecedented

rainfall, which made it difficult to

mine coal although the operations still

continued to be healthy.

As a responsible corporate, we are

building a complete ecosystem for

overall prosperity. All our efforts are

oriented towards staying true to our

philosophy of being a “Responsible

Green Miner”. We are focused

on transcending conventional

business barriers and reaching out

to the marginalized as a matter of

duty and helping create a more

equitable society. We are focused

on developing model villages so that

there is visible transformation of the

villages in proximity to our mines.

Developing a model village entails

ensuring self-reliance in all aspects

viz., education, healthcare and family

welfare, infrastructure and sustainable

livelihood, etc. We have been working

on end-to-end solutions for meeting

the challenges of peripheral villages

on a sustainable basis.

We are in the process of establishing

a state-of-the-art Adani Vidya Mandir

school and Vocational Training

Centre (VTC) at Salhi Village with

more than 80%. Consequently, a thick

greenbelt of local plant species has

been developed across project areas

and nearby villages. We have already

reclaimed and restored more than 50%

of the mined land since the second

year of operation.

I would like to thank you for being a

part of our growth story as we focus

on further enhancing shareholder and

stakeholder value.

We are also working to promote “Digital India” through “Project Digital Gram” under which we are providing training to villagers on the use of various modes of cashless payment systems. Furthermore, a large number of rural youth have been enrolled to make them computer-literate.

21

Adani Enterprises Limited 25th Annual Report 2016-17

Financial performance

2012

-13

47,

351.

63

2013

-14

56,2

25.8

6

2015

-16

34,0

08

.38

2014

-15

65,

519

.85

2016

-17

37,3

13.7

0

Revenues(Rs crore)

2012

-13

6,8

97.

69

2013

-14

10,5

39.8

5

2015

-16

2,78

9.0

5

2014

-15

13,3

08

.37

2016

-17

3,0

90

.39

EBIDTA(Rs crore)

2012

-13

1,6

12.9

8

2013

-14

2,22

0.7

7

2015

-16

1,0

10.7

2

2014

-15

1,9

48

.05

2016

-17

98

7.74

Net profit(Rs crore)

2012

-13

21,4

58.6

4

2013

-14

23,7

57.1

9

2015

-16

13,3

77.6

1

2014

-15

25,7

27.8

1

2016

-17

14,1

35.9

7

Net worth(Rs crore)

22

2012

-13

77,9

26.0

7

2013

-14

84

,059

.69

2015

-16

18,1

78.2

4

2014

-15

88

,54

9.9

7

2016

-17

21,3

62.

84

Net fixed assets(Rs crore)

2012

-13

15

2013

-14

19

2015

-16

8

2014

-15

20

2016

-17

8

EBIDTA margin(%)

2012

-13

8

2013

-14

9

2015

-16

8

2014

-15

8

2016

-17

7

Return on assets(%)

2012

-13

3.22

2013

-14

3.0

3

2015

-16

1.4

1

2014

-15

3.25

2016

-17

1.4

2

Debt-equity ratio(x)

*Consolidated performance till FY2014-15 includes

performance of Adani Power, Adani Port & SEZ and Adani

Transmission. These businesses were demerged with effect

from 1st April 2015.

23

Adani Enterprises Limited 25th Annual Report 2016-17

Corporate social responsibility

Overview

AEL’s, corporate social responsibility (CSR) activities are central to its goal of nation-building. The company’s CSR activities are conducted through Adani Foundation, encouraging specialization, knowledge accretion and best practices. The activities of the foundation are also in line with Sustainable Development Goals and Millennium Development Goals of United Nations, extending beyond territorial boundaries, and directed towards the advancement of humankind.

The Adani Foundation relentlessly

works in empowering communities,

enhancing life quality and inspiring

the hope of a better future. The

Foundation perceives its role as an

‘enabler’ and ‘facilitator’, bridging the

gaps between existing opportunities

and potential beneficiaries, while

investing in new facilities and

infrastructure. This approach will

optimise community and individual

growth in a sustainable manner.

Adani’s activities cover four core

areas, covering virtually all aspects in

community transformation:

�� Education

�� Community Health

�� Sustainable Livelihood

�� Rural Infrastructure Development

Currently operational in 12 States,

Adani Foundation touches the lives of

4,00,000-plus families in 1,470 Indian

villages and towns. The foundation’s

footprint covers a range of operational

locations like Mundra, Ahmedabad,

Dhamra, Dahej, Hazira, Tiroda, Udupi,

Surguja, Kawai, Vizhinjam, Shimla,

Godda and Chhindwara. Adani’s

human-centric initiatives prioritize

sustainability, effectiveness and

transparency.

24

Focus area: EducationAdani Foundation observes a three-

pronged approach towards education:

�� Adani Vidya Mandir, directed

towards meritorious children of

economically challenged backgrounds.

�� Subsidised schools, providing quality

education at marginal costs.

�� Government-aided schools,

extending support to enhancing

infrastructure and learning.

Adani Vidya Mandir: Adani Vidya

Mandir is operational in Ahmedabad,

Bhadreshwar (Gujarat) and Surguja

(Chhattisgarh). The first Adani

Vidya Mandir was commissioned

in 2008 in Ahmedabad, with the

objective of providing economically

deprived children with free quality

education. The students are provided

with free transportation, uniform,

textbooks, notebooks and meals.

A number of community-based

programs and activities are organized,

which, coupled with a value-based

curriculum, help students acquire

academic capabilities while remaining

rooted to their family structures

and community values. The present

strength of Adani Vidya Mandir,

Ahmedabad, is 1,800 students.

The direct impact of AVM initiative is

on parents, siblings and students. The

indirect impact is on the neighbours

and their children. Parents feel proud

because their children are studying

in one of the best schools, getting

quality education and with ample

career growth opportunities. The

behavioural skills of most of the

children are substantially improved

and there is a gradual improvement

in subjects like math and science.

Children of neighbours are inspired

by AVM students and want to be

like them in terms of personality,

behaviour and spoken English. A long-

term impact is seen in students who

have graduated from AVM.

In the last academic year, the Adani

Vidya Mandir in Bhadreshwar,

comprised 394 students, out of

which 134 students belonged to the

fishing communities. Since most of

the students were first-generations

school-goers, there was a need to

sensitize parents on the importance

of education and ensure community

participation. Besides curricular,

co-curricular and extra-curricular

activities, the school provided

additional coaching for the students

taking the Board examinations.

The Foundation commissioned

Adani Vidya Mandir at Surguja

(Chhattisgarh) in 2013 to address

the educational needs of children of

project site workers. The school was

commissioned around the AVM model,

providing free quality education to

the region’s under-privileged children.

Some 461 students were enrolled in

the school in 2016-17.

Subsidized schools: Adani Foundation

provides subsidised quality education

to around 3,000 students through

Adani Public School in Mundra

(Gujarat), Adani Vidyalaya in Tiroda

(Maharashtra) and Kawai (Rajasthan),

Navchetan Vidyalaya in Junagam

(Gujarat) and Adani DAV Public School

in Dhamra (Odisha).

Adani Public School in Mundra

provides English-based education,

affiliated to the CBSE board. The

school was awarded the prestigious

International School Award by British

Council. The Foundation also set up

a subsidised school in the Dhamra

port hinterland (Odisha). Adani DAV

Public School, Dhamra, caters to 290

students out of which 80% students

are from local villages.

25

Adani Enterprises Limited 25th Annual Report 2016-17

Government-aided schools: Adani

Foundation supports 543 government

schools in the company’s region of

operation.

Under the ‘Joyful Learning’ initiative,

more than 2,500 children across

111 government primary schools in

villages in and around Mundra were

provided with ‘Enrolment Kits’. To

enhance learning, ‘Educational kits’

were provided to 6,200 students of 67

government schools in Udupi.

Adani Foundation adopted 47

government schools in Kawai with

the objective to enhance quality

education through interactive

activities. Essay competitions, slogan

and quiz competitions, coaching

classes for Jawahar Navodiya and 5S

training for teachers and students

were organised. Infrastructure

development, including the

construction of playgrounds and

toilets, was also carried out. ‘Pragna’

is an activity-based learning program

initiated in government schools

to enhance student retention and

holistic learning. Extending support

to Pragna, the Foundation provided

27 schools across Dahej and Hazira,

Gujarat, with material assistance.

52 government nurseries across 15

villages in Hazira were impacted.

44 e-learning kits were distributed

in government schools at Tiroda,

Maharashtra.

Disha, a career guidance programme

was initiated in order to support

meritorious students of standards

10 and 12 to pursue higher studies

through scholarship, coaching for

entrance exam and career guidance

workshops.

Project Udaan: Udaan is a learning-

based initiative focusing on creating

exposure for the youth of educational

institutes across Gujarat. Under this

project, a two-day exposure tour

is organized, wherein students are

given the opportunity to visit the

Adani Port, Adani Power and Adani

Wilmar facilities. The aim of the

project is to aid students in gaining

valuable insights into the working

of large businesses, which could

inspire them to dream big and explore

diverse career opportunities including

entrepreneurship. The project

was inspired by Mr. Gautam Adani,

Chairman of the Adani Group, whose

visits to Kandla port as a child inspired

him to build a world-class port. The

project impacted more than 1,91,000

students from 2,392 schools and

colleges. In 2016-17, 44,240 students

from 470 institutions visited the Adani

establishments in Mundra, Hazira,

Tirora, Kawai, Dhamra and Udupi.

Focus area: Community HealthAdani Foundation’s objective is to

provide ‘affordable and accessible

healthcare to all’. In line with

this vision, the Foundation has

commissioned mobile healthcare

units, rural clinics, health camps,

health cards, and various other

programmes.

GAIMS: The Foundation entered into

a public-private partnership with the

Gujarat government to commission

the Gujarat Adani Institute of Medical

Science in 2009. The Bhuj College

provides MBBS courses to more than

750 students.

Project SuPoshan: The Foundation

addresses malnutrition and anaemia

26

across women and children through

this initiative. Project SuPoshan

works with pregnant women,

lactating mothers, children of 0-5

years, adolescent girls and women

of reproductive age. SuPoshan has

been implemented at 10 operational

sites covering 232 villages and five

municipal wards.

The project appointed 194 Sanginis

(village health volunteers), building

their capacity for household surveys,

anthropometric measurements,

and identification of Severely

Acute Malnourishment (SAM) and

Moderate Acute Malnutrition (MAM).

Sanginis were also trained to conduct

focus group discussions and family

counselling sessions.

In 2016-17, 1,12,000 families were

sensitized, including 9,000 families

who were not a part of panchayat

records. More than 5061 focus

group discussions and 5,049 family

counselling sessions were conducted

covering 51,800 women and

adolescent girls. Some 148 children

were referred to government Child

Malnutrition Treatment Centres, of

which 120 are now in a healthy state.

SuPoshan initiated HB screening of

women and adolescent girls using the

non-invasive apparatus. Since October

2016, 8,933 women and 8,948

adolescent girls have been screened.

G.K. General Hospital: The teaching

hospital under GAIMS, G.K General

Hospital is a 750-bed multi-specialty

hospital and the largest operating

hospital in the Bhuj region. The

Foundation, through the G.K. General

Hospital and the Adani Hospital at

Mundra, provides health services to

around 2,00,000 patients each year,

completely free of cost.

Mobile healthcare units: Adani

Foundation’s 13 Mobile Health Care

Units (MHCUs) address more than

19,000 patients per month, and more

than 2,32,823 patients per year across

9 sites (Mundra, Sainj, Tiroda, Surguja,

Dahej, Dhamra, Godda, Udupi and

Kawai).

At Mundra and Bitta, the Foundation

operates two MHCUs, reducing

transit time, hardships and expenses

for patients in the region. In 2016-

17, 46,868 patients from 37 villages

and six fisher-folk settlements were

treated. In Tiroda, basic healthcare

services were provided across 17

villages (22 locations) near Adani

Power Maharashtra Limited, providing

44,847 free treatments. In the year

under review, 12 rural clinics set up

by the Foundation (11 in Mundra and

one in Shimla) provided approximately

73,903 free treatments to local

patients. The Dahej MHCU treated

20,597 patients in 2016-17.

Health camps: Adani Foundation’s

health camps comprise of primary

healthcare facilities and financial

assistance for neurological, heart,

kidney,stroke, paralysis and cancer

related ailment. The Foundation

conducted 58 plus camps providing

facilities in gynaecology, cataract

detection, HIV detection and general

health programs. Around 22,428

patients are treated annually through

Adani Foundation’s Health Camps.

Health cards: The Foundation provides

Health Cards to senior citizens, which

allow them to avail cashless medical

services at empanelled hospitals.

The project, Vadil Swasthya Yojana,

covered 7,487 senior citizens from

66 villages in Mundra and proximate

talukas. 9,367 OPD services were

availed by cardholders.

Rural clinics: Adani Foundation treats

around 73,903 patients each year at

its rural clinics. At Mundra, there are

12 rural clinics in 11 villages; in Sainj,

there is one full-fledged rural clinic;

in Surguja, the dispensary comprises

doctors, physiotherapists, lab

technicians and pharmacists coupled

with treatment facilities.

How Ishwar Dutt was curedIshwar Dutt suffered from chronic dermatitis. Dermatitis

is an ailment which is common amongst the farmers

coming into contact with cow-dung and mud. Ishwar

could not afford medication and hospital treatment.

A few years ago, Ishwar was introduced to Adani

Foundation’s Mobile Health Care Unit.

“Thanks to Adani Foundation’s Mobile Health Care

Units, I received medical facilities within my village, free

medicines and timely professional advice. Today, I am

cured!” he says.

27

Adani Enterprises Limited 25th Annual Report 2016-17

Focus area: Sustainable Livelihood DevelopmentAdani Foundation’s sustainable

livelihood program empowers

marginalized communities with

livelihood opportunities. The

Foundation builds social capital,

promotes self-help groups, preserves

traditional art and organizes

skill development programs. The

Foundation has empowered numerous

peasants and their families through

economic independence.

Adani Skill Development Centres:

Adani Skill Development Centre

(ASDC) is a not-for-profit organization

under the Adani Group Companies.

The youngest under the Adani Group,

the objective of the organization is

to create enabling environments in

which youth and women can enhance

their employability.

Saksham: The flagship initiative of

Adani Skill Development Centre, is

built around the vision of creating a

saksham India, where the youth are

capable of achieving their goals by

transforming into skilled professionals.

The objective is to bring world-class

skill development opportunities to

Indian youths, an opportunity they

would otherwise have no access to.

The SAKSHAM initiative functions

through partnerships with various

schemes under the Government of

India, and support from esteemed

corporates.

Under one initiative, SAKSHAM

mobilized candidates across

Gujarat who had prior training in

plumbing from government ITIs.

These candidates were further

trained by ASDC as gas technicians.

This specialised training in PNG

connections was carried out to

support the expansion of Adani Gas

Ltd.’s city-based gas grid network.

The program, entirely supported by

Adani Gas Ltd., provided candidates

with on-the-job work experience,

and a stipend. 23 skilled technicians

were successfully placed at Adani

Gas Ltd on the completion of the

training course. The initiative is being

expanded to 8 different locations in

India with support from Adani Gas Ltd.

and Indian Oil Adani Gas Pvt. Ltd.

In another initiative, Adani

Power Maharashtra Limited and

Adani Foundation facilitated

the establishment of Adani Skill

Development Centre at Tiroda. The

centre, inaugurated in December 2016,

provides training in two key roles:

electrician and welding. The centre

owns state-of-the-art training facilities

including Augmented Reality Training

Simulators for welding. SAKSHAM,

at Tiroda, supported 335 youth in

2017-18 through its Placement Linked

Training Program, with the support of

the Tribal Development Department of

the Government of Maharashtra, and a

Private Placement Consulting Firm.

SAKSHAM has also worked for

the empowerment of women.

Training in operating sewing

machines was provided to women

of Surguja (Chhattisgarh), Kawai

(Rajasthan), Dhamra (Odisha) and

Godda (Jharkhand). In Surguja, 350

candidates were trained in sewing

machine operation and fitter trade.

After completion of the training

program, the women were placed in

jobs. 100% of all fitter trade students

were placed. The students trained in

operating sewing machines were given

orders for stitching school uniforms

for Adani Vidya Mandir, Bhadreshwar,

Gujarat.

In Vizhinjam, Kerala, after a thorough

analysis of the skill sets of the local

youth, a pedagogic approach was

adopted in imparting three skilling

programs to the youth, namely,

employability skills, construction skills

How Sushilatai’s destiny changedSushilatai, 48, from Kawalewada village in Tiroda was

severely affected by a shortfall of rains. Their only

means of survival during summer was selling milk, which

was meagre to support a family of seven.

When Sushilatai heard about Adani Foundation and its

strong environmental activities, she sought its help for

a better future. She substituted her daily chores with

vermicomposting. She learned the process and started

making dant manjan (tooth paste) with cow dung ash.

One dant manjan made out of cow dung ash is enough

for complete oral care. Word spread. Her business

flourished under the wings of Adani Foundation and

today, she is a successful entrepreneur. Her dant manjan

and vermi-compost are highly popular.

“With Adani Foundation’s support, I started a second

vermi-compost unit. This has improved my financial

status and boosted my self-confidence,” she says.

28

and livelihood or entrepreneurship

skills. The Hon’ble Minister of Ports,

Shri Ramachandran Kadannappalli,

formally launched the Skill

Development Program at Vizhinjam

on 23rd November, 2016. Some 708

candidates have been impacted since

the inception of the program.

The State Urban Development

Authority, Government of Madhya

Pradesh, under its National Urban

Livelihood Mission, selected to partner

Adani Skill Development Centre to

provide Placement-Linked Training

Programs in the electrician trade to

400 local youths.

Adani Skill Development Centre aims

at making 3,00,000 Indian youths

saksham by 2022. ASDC signed

an MoU with the National Skill

Development Corporation (NSDC) in

the presence of Hon’ble Prime Minister

of India, Shri Narendra Modi and Shri

Rajiv Pratap Rudy (Hon’ble Minister

of State Skill Development and

Entrepreneurship) on 19th December,

2016. ASDC also signed an MoU with

the Government of Gujarat on 12th

January 2017 during Vibrant Gujarat

8th Global Summit 2017, in order to

establish 2 Skill Development Centres

in Gujarat. ASDC is working in phases

to set up Skill Development Centres

across the nation. As part of the first

phase, skill development centres will

be set by 2017 in Ahmedabad, Mundra,

Surat, Tiroda, Surguja, Vizhinjam,

Indore and Bhopal.

In 2016-17, Adani Skill Development

Centre provided training to a total of

2,986 youths. Some 1,000 candidates

were mobilized for skill training in, the

First Quarter of 2017-18.

Fisher-folk communities: The

Foundation introduced mangrove

nursery development and plantation

programmes to generate alternative

income sources for fisher-folk

during the non-fishing season. The

community members were trained

in mangrove nursery development

and plantation and moss cleaning,

among others. The programme

generated 3,316 person-days of

work. This programme also ensured

environmental sustainability. The

Foundation distributed fishing nets,

ropes, buoys, ice-boxes, crates,

weighing scales, anchors and solar

lights, among others, to facilitate

livelihoods. The Foundation supported

42 Pagadiya fishermen through

painting, which ensured 5,068 person-

days of employment. The Foundation

actively worked with Mundra fisher-

folk through community engagement

activities. A cricket tournament (Adani

Premier League) was organised; 44

teams of 12 villages and 528 fisher

folks participated.

Women’s empowerment: The

Foundation transformed women

from rural areas in Mundra into

entrepreneurs through vocational

training. Around 90 women were

trained in preparing washing powder,

phenyl, utensil cleaning liquids and

hand wash among other household

necessities. The women started

Saheli Mahila Gruh Udyog shop in

Shantivan Colony (Mundra), reporting

a surplus. Till date the group has

annual turnover of H3.70 lacs. The

Foundation commissioned women’s

self-help groups in Mundra, Hazira,

Surguja and Dhamra. In Hazira, Project

Upahaar helped women launch

canteen services. In Dhamra, the

SHGs manufactured agarbattis, paddy

crafts and papad. In Surguja, Project

Unnayan helped SHG women start

apparel making enterprises.

Farmer support and animal husbandry:

The Foundation collaborated with

the Krishi Vigyan Kendra, taking 30

farmers from five Mundra villages

on a tour to enhance agriculture

technology awareness like; organic

farming and biogas bottling plant.

Some 2000 farmers from 42 Tiroda

region villages implemented System of

Rice Intensification across 4155 acres.

The Foundation trained them in low-

water, labour-intensive and organic

methods. The Foundation supported

farmers with five kilograms of paddy

(Siri NP - 405) seeds and 50 kilograms

of vermicompost while promoting

organic paddy cultivation. In Tiroda,

SRI helped these farmers reduce

cultivation costs.

29

Adani Enterprises Limited 25th Annual Report 2016-17

The Foundation empowers rural

communities in developing

infrastructure and resources,

increasing livelihoods and providing

sanitation access. Recognizing the

government as the key player in the

provision of basic infrastructure

facilities, the Foundation endeavours

to bridge implementation gaps and

facilitate greater responsiveness to

basic requirements.

Fisher-folk community: Under the

Fisherman Housing Programme,

shelters were constructed for fisher-

folk residing near the coastline. Some

110 shelters were refurbished and

handed over to fisher-folk families at

Juna Bandar. 230 individual toilets

constructed for fisherman vasahats/

settlements.

Water resourcefulness: Water

quality and access are major rural

challenges. The Foundation initiated

the construction of check-dams and

ponds in addition to stream-deepening

in Mundra and Tiroda. This year, 39

ponds were deepened, 21 streams

were cleaned and 21 farm ponds work

was carried out in 43 villages of Tiroda

helping recharge the ground water.

Focus area: Rural Infrastructure Development

30

The initiative increased the capacity

of water storage to 2.44 lacs cubic

meters. Water level was increased in

924 wells and 387 bore wells. 3,012

acres land (1,224 farmers) will be

irrigated. Similarly, pond deepening

in Dhrub & Mota Bhadiya village

and earthen bund was constructed

across the river at Baroi and Bhujpur

of Mundra area. A model talab was

deepened and constructed at village

Antana in Kawai which increased

water capacity 54 TCM.

Potable water: The Foundation

commissioned reverse osmosis plants

in schools and villages. In Belapur,

2,500 people were provided access to

clean water at a purification rate of

1,000l/hr. An underground reservoir in

Lakhigam Village was constructed to

facilitate water supply.

Education infrastructure: The

Foundation constructed assembly

halls, computer labs and spaces for

mid-day meals in Adani Vidya Mandirs

and 26 schools. At Dhamra, Adani

Foundation decided to develop a new

school building to facilitate Adani

DAV Public School with proper and

adequate infrastructure. A school

building measuring 3,501 square metre

at an estimated cost of H17.28 crores is

nearing completion.

At Salhi, Adani Foundation, supported

by AEL, constructed a new school

building for Adani Vidya Mandir

measuring 3,783 square metre at an

estimated cost of H11.50 crores.

Health infrastructure: The Foundation

helped increase hygiene-related

awareness among rural communities.

People were sensitized about the

ill-effects of open defecation;

villagers were motivated to achieve

‘Nirmal Gram’ - a spotless village. The

Foundation worked with more than 26

villages in arranging 100% household

toilet coverage, constructed 454

household and school toilets

benefiting 2,403 people.

Special Project

Project Swachhagraha: Swachhagraha

(inspired by Gandhiji’s Satyagraha

Movement and the government’s

Swachh Bharat Abhiyan) promotes

a ‘culture of cleanliness’ among

the youth. This initiative, in

collaboration with our knowledge and

implementation partner for the project

Centre for Environment Education

(CEE), has expanded into six cities

across Gujarat (Ahmedabad, Surat,

Vadodara, Rajkot, Bhuj and Anand)

and three towns (Mundra, Jasdan and

Vidyanagar).

During the last year, the campaign

became operational in more than

650 schools, creating 13,500 active

Swachhagrahis and over 1,350 Preraks

in Gujarat. The awareness program

reached 3,25,000 students; the

community outreach touched more

than 1,50,000 individuals. More than

70 schools across 15 states are now

implementing Swachhagraha.

Innovative campaigns that helped

popularize this initiative comprised

‘Selfie with Safaike Sitare’,

Swachhagraha pledge campaign at

Fun Street, street plays by 81 schools,

online campaign ‘Gandagi se Azadi’

and ‘Swachhagraha Ke Reporters’.

Swachhagraha reached over 8 lac

users on social media. A 70-day

Swachhagraha campaign over Radio

Mirchi, Ahmedabad, reached more

than 30 lacs listeners. Swachhagraha

also featured on the UNESCO Green

Initiative website. Swachhagraha

plans to go national in 2017-18,

expanding operations across 11 more

States.

31

Adani Enterprises Limited 25th Annual Report 2016-17

Statutory Section

Adani Enterprises Limited | 25th Annual Report 2016-17

25th ANNUAL REPORT 2016-17COMPANY INFORMATIONBOARD OF DIRECTORSMr. Gautam S. Adani, Chairman Mr. Rajesh S. Adani, Managing DirectorMr. Ameet H. Desai, Executive Director & CFOMr. Pranav Adani, DirectorMr. Vasant S. AdaniMr. Anil Ahuja (upto 31st May, 2017)Mr. Hemant NerurkarMr. Berjis DesaiMr. V. Subramanian (w.e.f. 22nd August, 2016)Mrs. Vijaylaxmi Joshi (w.e.f. 2nd December, 2016)

COMPANY SECRETARYMr. Jatin Jalundhwala

AUDITORSM/s. Dharmesh Parikh & Co. Chartered AccountantsAhmedabad

REGISTERED OFFICE "Adani House", Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad-380009, Gujarat (INDIA)CIN : L51100GJ1993PLC019067

BANKERSState Bank of India ICICI Bank Limited Axis Bank Limited Standard Chartered Bank YES Bank Limited Bank of Maharashtra HDFC Bank Limited IDBI Bank Limited Canara Bank IndusInd Bank Limited RBL Bank Limited Vijaya BankCentral Bank of IndiaIDFC Bank LimitedBank of IndiaEXIM Bank

REGISTRAR AND TRANSFER AGENTM/s. Link Intime India Private Limited5th Floor, 506 to 508, Amarnath Business Centre – 1 (ABC-1), Beside Gala Business Centre,Nr. St. Xavier’s College Corner, Off C G Road, Navrangpura, Ahmedabad – 380009Tel: +91-79-26465179

CONTENTSDirectors’ Report ................................................................................34

Management Discussion and Analysis Report .............................63

Corporate Governance Report .......................................................70

Business Responsibility Report ...................................................... 89

Independent Auditors’ Report ........................................................ 99

Balance Sheet ................................................................................. 106

Statement of Profit and Loss ........................................................ 107

Cash Flow Statement .................................................................... 109

Notes to Financial Statements ...................................................... 111

Independent Auditors’ Report on Consolidated Financial Statements ...................................................................... 173

Consolidated Balance Sheet ......................................................... 178

Consolidated Statement of Profit and Loss ............................... 179

Consolidated Cash Flow Statement ............................................182

Notes to Consolidated Financial Statements ........................... 184

Salient features of the financial statements of Subsidiaries /associate / joint ventures .......................................257

Notice ................................................................................................264

IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respects of electronic holding with the Depository through their concerned Depository Participants.

33

Dear Shareholders,

(H in crores)

Particulars Consolidated Results Standalone Results

2016-17 2015-16 2016-17 2015-16

FINANCIAL RESULTS

Total Revenue 38,056.44 35,130.66 9,282.18 9,126.50

Total Expenditure other than Financial Costs and Depreciation 34,966.05 32,341.61 8,025.66 7,855.77

Profit before Depreciation, Finance Costs and Tax 3,090.39 2,789.05 1,256.52 1,270.73

Finance Costs 1,572.74 1,356.99 791.71 717.14

Depreciation, Amortization and Impairment Expense 640.00 314.45 78.86 79.36

Profit / (Loss) for the year before Exceptional Items and Tax 877.65 1,117.61 385.95 474.23

Add / (Less) Exceptional Items 26.95 (61.83) - 41.73

Profit / (Loss) for the year before Taxation 904.60 1,055.78 385.95 515.96

Total Tax Expenses 96.88 77.94 164.31 (4.15)

Net Profit / (Loss) for the year 807.72 977.84 221.64 520.11

Add / (Less) Share in Joint Venture & Associates 117.53 21.99 - -

Net Profit / (Loss) after Joint Venture & Associates (A) 925.25 999.83 221.64 520.11

Add / (Less) Other Comprehensive Income (after tax) classified

to Reserve & Surplus (B)(1.84) (1.25) 0.46 0.67

Add / (Less) Other Comprehensive Income (after tax) classified

to Foreign Currency Translation Reserve

(230.52) 495.00 - -

Total Comprehensive Income for the year 692.89 1,493.58 222.10 520.78

Add / (Less) Share of Minority Interest (C) 62.38 10.89 - -

Net Profit / (Loss) for the year after Minority Interest (A+B+C) 985.79 1,009.47 222.10 520.78

APPROPRIATIONS

Net Profit / (Loss) for the year after Minority Interest (A+B+C) 985.79 1,009.47 222.10 520.78

Balance brought forward from previous year Profit / (Loss) 9,959.75 9,091.42 2,112.97 1,800.22

Add / (Less) : On account of Consolidation Adjustments (4.73) 77.31 - -

Amount available for appropriations 10,940.81 10,178.20 2,335.07 2,321.00

Less : Appropriations

Proposed Dividend on Equity Shares - 197.96 - 197.96

Tax on Dividend (Including surcharge) (net of credit) - 10.49 - 0.07

Transfer to General Reserve 10.00 10.00 10.00 10.00

Balance carried to Balance Sheet 10,930.81 9,959.75 2,325.07 2,122.97

Your Directors are pleased to present the 25th Annual Report along with the audited financial statements of your Company for

the financial year ended on 31st March, 2017.

Financial Performance Summary The summarized financial highlight is depicted below:

Note – The financial results of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS)

w.e.f. 1st April, 2016. Consequently, the results for the previous period have also been restated as per IND AS.

There are no material changes and commitments affecting the financial position of the Company between the end of the

financial year and the date of this report.

DIRECTORS’ REPORT

34

Adani Enterprises Limited | 25th Annual Report 2016-17

Performance of your CompanyConsolidated Financial Results: The audited consolidated financial statements of your

Company as on 31st March, 2017, prepared in accordance

with the relevant applicable IND AS and Regulation 33 of

the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”) and provisions

of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company’s consolidated performance

during the financial year 2016-17 are as follows:

Operational Highlights: Coal Trading volumes grew by 4% to 80.84 Million Metric

Tons (“MMT”).

Coal Mine Development and Operations volumes grew by

33% to 7.33 MMT.

Renewable Power Generation was 787.12 Million Units of

KWh.

City Gas Distribution volumes was up by 7% to 408.45

Million Metric Standard Cubic Meters (“MMSCM”).

Financial Highlights: Consolidated total revenue from operations for FY 17 was

` 38,056.44 Crore.

Consolidated EBIDTA for FY 17 was ` 3,090.39 Crore.

Consolidated PAT for FY 17 stood at ` 985.79 Crore.

Standalone Financial Results :On standalone basis, your Company registered total revenue

of ` 9,282.18 Crore and PAT of ` 221.64 Crore.

The detailed operational performance of your Company

has been comprehensively discussed in the Management

Discussion and Analysis Report which forms part of this

Report.

Dividend Your Directors have recommended a dividend of 40%

(`0.40 per Equity Share of ` 1 each) on the Equity Shares

out of the profits of the Company for the financial year

2016-17. The said dividend, if approved by the shareholders,

would involve a cash outflow of ` 52.95 Crore including tax

thereon.

Transfer to ReservesThe Company proposes to transfer ` 10 crore to the General

Reserve out of the amount available for appropriation.

Fixed DepositsDuring the year under review, your Company has not accepted

any fixed deposits within the meaning of Section 73 of the

Companies Act, 2013 and the rules made there under.

Non-Convertible DebenturesDuring the year under review, your Company has issued

1,500 Rated, Listed, Taxable, Secured, Redeemable,

Non-Convertible Debentures (NCDs) having face value of ̀ 10

Lakhs each aggregating to ̀ 150 Crore on a private placement

basis listed on the Wholesale Debt Market Segment of the

BSE Limited.

Particulars of Loans, Guarantees or InvestmentsDuring the year under review, your Company has made loans,

given guarantees, provided securities and made investments

in compliance with Section 186 of the Companies Act,

2013. The said details are given in the notes to the financial

statements.

Subsidiaries, Joint Ventures, Associate Companies and LLPsDuring the year under review, the following changes

have taken place in Subsidiaries, Joint Venture, Associate

Companies and LLPs:-

Subsidiary companies and LLPs formed/acquired1. Adani-Elbit Advanced Systems India Limited

2. Adani Cementation Limited

3. Adani Agri Logistics (Kannauj) Limited (Subsidiary of the

Adani Agri Logistics Limited (AALL), which is a subsidiary

of the Company)

4. Adani Agri Logistics (Panipat) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

5. Adani Agri Logistics (Raman) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

6. Adani Agri Logistics (Moga) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

35

7. Adani Agri Logistics (Barnala) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

8. Adani Agri Logistics (Nakodar) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

9. Adani Agri Logistics (Mansa) Limited (Subsidiary of the

AALL, which is a subsidiary of the Company)

10. Adani Agri Logistics (Bathinda) Limited (Subsidiary of

the AALL, which is a subsidiary of the Company)

11. Urja Maritime Inc (Subsidiary of the Adani Shipping Pte.

Ltd., which is a step down subsidiary of the Company)

12. Adani Infrastructure Private Limited

13. Adani Tradewing LLP

14. Adani Commodities LLP

15. Adani Tradex LLP

16. Adani Tradecom LLP

17. Adani Renewable Power LLP (Subsidiary of Adani Green

Energy Limited which is a subsidiary of the Company)

Cessation of Subsidiary companies List of companies which have ceased as subsidiaries of the

Company –

1. PT Mundra Coal

2. Adani Bunkering Pte. Ltd

Cessation of Associate companies List of companies which have ceased as associates of the

Company –

1. Adani Kandla Bulk Terminal Private Limited

2. Adani Murmugao Port Terminal Private Limited

Pursuant to the provisions of Section 129, 134 and 136 of

the Companies Act, 2013 read with rules framed thereunder

and Regulation 33 of the SEBI Listing Regulations, the

Company had prepared consolidated financial statements of

the Company and its subsidiaries and a separate statement

containing the salient features of financial statement of

subsidiaries, joint ventures and associates in Form AOC-1

which forms part of this Annual Report.

The annual financial statements and related detailed

information of the subsidiary companies shall be made

available to the shareholders of the holding and subsidiary

companies seeking such information on all working days

during business hours. The financial statements of the

subsidiary companies shall also be kept for inspection by

any shareholder/s during working hours at the Company’s

registered office and that of the respective subsidiary

companies concerned. In accordance with Section 136 of

the Companies Act, 2013, the audited financial statements,

including consolidated financial statements and related

information of the Company and audited accounts of

each of its subsidiaries, are available on our website,

www.adanienterprises.com. Details of developments of

subsidiaries of the Company are covered in the Management’s

Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial PersonnelMr. V. Subramanian (DIN: 00357727) and Mrs. Vijaylaxmi Joshi

(DIN: 00032055) were appointed as Additional Directors

of the Company w.e.f 22nd August, 2016 and 2nd December,

2016, respectively to hold office upto the ensuing Annual

General Meeting. The Company has received notices from a

member proposing appointment of Mr. V. Subramanian and

Mrs. Vijaylaxmi Joshi as Directors of the Company.

In accordance with the provisions of Section 149 of the

Companies Act, 2013, Mr. V. Subramanian and Mrs. Vijaylaxmi

Joshi are being appointed as Independent Directors to hold

office as per their tenure of appointment mentioned in

the Notice of the ensuing Annual General Meeting of the

Company.

Pursuant to the provisions of Section 149 of the Act,

which came into effect from 1st April, 2014, Mr. Anil Ahuja,

Mr. Berjis Desai and Mr. Hemant M. Nerurkar were appointed

as Independent Directors at the Annual General Meeting of

the Company held on 9th August, 2014 and 10th August, 2016.

The terms and conditions of appointment of Independent

Directors are as per Schedule IV of the Act. The Company

has received declarations from all the Independent Directors

of the Company confirming that they meet with the criteria

of independence as prescribed both under sub-section (6)

of Section 149 of the Companies Act, 2013 and the SEBI

Listing Regulations and there has been no change in the

circumstances which may affect their status as independent

director during the year.

Pursuant to the requirements of the Companies Act, 2013 and

Articles of Association of the Company, Mr. Rajesh S. Adani

(DIN: 00006322) and Mr. Pranav Adani (DIN: 00008457) are

liable to retire by rotation and being eligible offer themselves

for re-appointment.

36

Adani Enterprises Limited | 25th Annual Report 2016-17

The Board recommends the appointment/re-appointment of

above directors for your approval.

Brief details of Directors proposed to be appointed/

re-appointed as required under Regulation 36 of the SEBI

Listing Regulations are provided in the Notice of Annual

General Meeting.

During the year under review, Dr. Ravindra H. Dholakia

(DIN: 00069396), resigned from the directorship of the

Company with effect from 24th May, 2016 due to his

pre-occupation. The Board places on record its sincere

appreciation for the valuable contribution and guidance

rendered by Dr. Ravindra H. Dholakia during his tenure with

the Company.

Directors’ Responsibility StatementPursuant to Section 134(5) of the Companies Act, 2013, the

Board of Directors, to the best of their knowledge and ability,

state the following:

a. that in the preparation of the annual financial

statements, the applicable accounting standards have

been followed along with proper explanation relating to

material departures, if any;

b. that such accounting policies have been selected and

applied consistently and judgement and estimates have

been made that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the

Company as at 31st Mach, 2017 and of the profit of the

Company for the year ended on that date;

c. that proper and sufficient care has been taken for

the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared

on a going concern basis;

e. that proper internal financial controls were in place

and that the financial control were adequate and were

operating effectively;

f. that proper systems to ensure compliance with the

provisions of all applicable laws were in place and were

adequate and operating effectively.

Number of Board MeetingsThe Board of Directors met 4 (four) times during the

year under review. The details of board meetings and the

attendance of the Directors are provided in the Corporate

Governance Report which forms part of this report.

Independent Directors’ MeetingThe Independent Directors met on 14th February, 2017,

without the attendance of Non-Independent Directors and

members of the Management. The Independent Directors

reviewed the performance of non-independent directors and

the Board as a whole; the performance of the Chairperson

of the Company, taking into account the views of Executive

Directors and Non-Executive Directors and assessed the

quality, quantity and timeliness of flow of information

between the Company Management and the Board that

is necessary for the Board to effectively and reasonably

perform their duties.

Board EvaluationThe Board adopted a formal mechanism for evaluating

its performance and as well as that of its Committees and

individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation

process covering various aspects of the Boards functioning

such as composition of the Board & committees, experience &

competencies, performance of specific duties & obligations,

contribution at the meetings and otherwise, independent

judgment, governance issues etc.

Policy on Directors’ Appointment and RemunerationThe Company’s policy on directors’ appointment and

remuneration and other matters provided in Section 178(3) of

the Companies Act, 2013 is made available on the Company’s

website (http://www.adanienterprises.com/investors/investor-

download).

Internal Financial Control system and their adequacyThe details in respect of internal financial control and their

adequacy are included in the Management and Discussion &

Analysis, which forms part of this report.

Risk ManagementThe Board of the Company has formed a risk management

committee to frame, implement and monitor the risk

management plan for the Company. The committee is

37

responsible for reviewing the risk management plan and

ensuring its effectiveness. The audit committee has

additional oversight in the area of financial risks and controls.

Committees of the BoardDetails of various committees constituted by the Board of

Directors as per the provision of the SEBI Listing Regulations

and the Companies Act, 2013 are given in the Corporate

Governance Report which forms part of this report.

Corporate Social ResponsibilityThe Company has constituted a Corporate Social

Responsibility (CSR) Committee and has framed a CSR

Policy. The brief details of CSR Committee are provided in

the Corporate Governance Report. The Annual Report on

CSR activities is annexed to this Report. The CSR Policy is

available on the website (http://www.adanienterprises.com/

investors/investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis ReportSeparate reports on Corporate Governance compliance and

Management Discussion and Analysis as stipulated by the

SEBI Listing Regulations forms part of this Annual Report

along with the required Certificate from Statutory Auditors

of the Company regarding compliance of the conditions of

Corporate Governance as stipulated.

In compliance with Corporate Governance requirements

as per the SEBI Listing Regulations, your Company has

formulated and implemented a Code of Business Conduct

and Ethics for all Board members and senior management

personnel of the Company, who have affirmed the compliance

thereto.

Business Responsibility ReportThe Business Responsibility Report for the year ended

31st March, 2017 as stipulated under Regulation 34 of the

SEBI Listing Regulations is annexed and forms part of this

Annual Report.

Prevention of Sexual Harassment at WorkplaceAs per the requirements of the Sexual Harassment of Women

at Workplace (Prevention, Prohibition & Redressal) Act, 2013

and rules made thereunder, your Company has constituted

Internal Complaints Committee (ICC) which is responsible

for redressal of complaints related to sexual harassment.

During the year under review, there were no complaints

pertaining to sexual harassment.

Extract of Annual ReturnThe details forming part of the extract of the Annual Return

in Form MGT-9 are annexed to this Report as Annexure-A.

Related Party TransactionsAll related party transactions entered into by the Company

during the financial year were on an arm’s length basis and

were in the ordinary course of business. Your Company had

not entered into any transactions with related parties which

could be considered material in terms of Section 188 of the

Companies Act, 2013. Accordingly, the disclosure of related

party transactions as required under Section 134(3)(h) of the

Companies Act, 2013 in Form AOC - 2 is not applicable.

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the CompanyThere are no significant and material orders passed by the

Regulators or Courts or Tribunals which would impact the

going concern status and the Company’s future operations.

InsuranceYour Company has taken appropriate insurance for all assets

against foreseeable perils.

Auditors & Auditors’ ReportPursuant to the provisions of Section 139 of the Companies

Act, 2013, read with the Companies (Audit and Auditors)

Rules, 2014, the term of M/s. Dharmesh Parikh & Co.,

Chartered Accountants (Firm Registration No.: 112054W),

Statutory Auditors of the Company expires at the conclusion

of the ensuing Annual General Meeting of the Company.

The Notes to the financial statements referred in the

Auditors Report are self-explanatory and therefore do not

call for any comments under Section 134 of the Companies

Act, 2013. The Auditors’ Report is enclosed with the financial

statements in this Annual Report.

The Board of Directors of the Company at their meeting

held on 24th May, 2017, on the recommendation of the

Audit Committee, have recommended the appointment

38

Adani Enterprises Limited | 25th Annual Report 2016-17

of M/s. Shah Dhandharia & Co., Chartered Accountants

(Firm Registration No. 118707W), as the Statutory Auditors

of the Company to the Members at the 25th Annual General

Meeting of the Company for an initial term of 5 years.

Accordingly, a resolution, proposing appointment of M/s. Shah

Dhandharia & Co., Chartered Accountants, as the Statutory

Auditors of the Company for a term of five consecutive years

i.e. from the conclusion of 25th Annual General Meeting till the

conclusion of 30th Annual General Meeting of the Company

pursuant to Section 139 of the Companies Act, 2013, forms

part of the Notice calling 25th Annual General Meeting of

the Company. In this regard, the Company has received a

certificate to the effect that they satisfy the criteria provided

under Section 141 of the Act and that the appointment, if

made, shall be in accordance with the applicable provisions

of the Act and rules framed thereunder.

Secretarial Audit ReportPursuant to the provisions of Section 204 of the Companies

Act, 2013 and the rules made thereunder, the Company

has re-appointed Mr. Ashwin Shah, Practicing Company

Secretary to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for FY 2016-17 is annexed,

which forms part of this report as Annexure-B. There were

no qualifications, reservation or adverse remarks given by

Secretarial Auditors of the Company.

Cost Audit ReportYour Company has appointed M/s. K V Melwani & Associates,

Practicing Cost Accountants to conduct audit of cost records

of Mining Activities of the Company for the year 31st March,

2018. The Cost Audit Report for the year 2015-16 was filed

before the due date with the Ministry of Corporate Affairs.

Particulars of EmployeesThe information required under Section 197 of the Companies

Act, 2013 read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 are

provided in separate annexure forming part of this Report as

Annexure-C.

The statement containing particulars of employees as

required under Section 197 of the Companies Act, 2013

read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, will

be provided upon request. In terms of Section 136 of the

Companies Act, 2013, the Report and Accounts are being

sent to the Members and others entitled thereto, excluding

the information on employees’ particulars which is available

for inspection by the members at the Registered Office of

the Company during business hours on working days of the

Company. If any member is interested in obtaining a copy

thereof, such Member may write to the Company Secretary

in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The information on conservation of energy, technology

absorption and foreign exchange earnings and outgo

stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of The Companies (Accounts) Rules,

2014, as amended from time to time is annexed to this Report

as Annexure-D.

AcknowledgmentYour Directors are highly grateful for all the guidance, support

and assistance received from the Government of India,

Government of Gujarat, Financial Institutions and Banks.

Your Directors thank all shareholders, esteemed customers,

suppliers and business associates for their faith, trust and

confidence reposed in the Company.

Your Directors also wish to place on record their sincere

appreciation for the dedicated efforts and consistent

contribution made by the employees at all levels, to ensure

that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmedabad Executive Chairman

Date : 24th May, 2017 (DIN: 00006273)

39

*******************

Annexure – A to the Directors’ Report

I. Registration and Other Details:

CIN : L51100GJ1993PLC019067

Registration Date : 2nd March, 1993

Name of the Company : Adani Enterprises Limited

Category / Sub-Category of the Company : Company limited by shares

Address of the Registered office and contact details : Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad-380009,

Gujarat, India

Phone No. +91-79-26565555

Whether listed company : Yes

Name, Address and Contact details of Registrar and Transfer

Agent, if any

: M/s. Link Intime India Private Limited

5th Floor, 506 to 508, Amarnath Business

Centre – 1 (ABC-1), Beside Gala Business Centre,

Nr. St. Xavier’s College Corner, Off C G Road,

Navrangpura, Ahmedabad – 380009

Tel: +91-79- 26465179

Email : [email protected]

II. Principal Business Activities of the Company: All the business activities contributing 10% or more of the total turnover of the company shall be stated:

Name and description of main Products/Services NIC Code of the Product/service

% to total turnover of the Company

Wholesale trade Service – Coal Trading 46610 46.02%

Power Trading 35105 22.51%

Coal Mining 05103 10.06%

III. Particulars of Holding, Subsidiary, Associate Companies and LLPs:

Sr No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/ Subsidiary/ Associate

% of stake held*

Applicable Section

1. Adani Energy LimitedAdani House, Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40200GJ2001PLC040160 Subsidiary 100 2(87)

2. Adani Welspun Exploration LimitedAdani House, Near Mithakhali, Six Roads, Navrangpura, Ahmedabad - 380 009

U40100GJ2005PLC046554 Subsidiary 65 2(87)

3. Natural Growers Private Limited601, 6th Floor, Hallmark Business Plaza, Opp. Guru Nanak Hospital, Bandra (East), Mumbai - 400051

U74999MH2008PTC185990 Subsidiary 100 2(87)

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended 31st March, 2017[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

40

Adani Enterprises Limited | 25th Annual Report 2016-17

Sr No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/ Subsidiary/ Associate

% of stake held*

Applicable Section

4 Adani Gas Holdings Limited

(Formerly Mundra LNG Limited)

Adani House, Shrimali Society,

Mithakhali Six Road, Navarangpura,

Ahmedabad – 380 009

U11200GJ2010PLC062148 Subsidiary 100 2(87)

5 Chendipada Collieries Private Limited

10th Floor, Shikhar, Nr. Adani House,

Mithakhali Circle, Navrangpura,

Ahmedabad - 380 009

U10200GJ2010PTC062625 Subsidiary 100 2(87)

6 Adani Synenergy Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009

U40106GJ2014PLC078744 Subsidiary 100 2(87)

7 Adani Green Energy Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009

U40106GJ2015PLC082007 Subsidiary 51 2(87)

8 Adani Green Energy (Tamilnadu)

Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009

U40300GJ2015PLC082578 Subsidiary 100 2(87)

9 Adani Renewable Energy Park Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009

U40106GJ2015PLC082625 Subsidiary 51 2(87)

10 Adani Renewable Energy Park

(Gujarat) Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009

U40106GJ2015PLC082724 Subsidiary 100 2(87)

11 Adani Pench Power Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U40100GJ2009PLC058171 Subsidiary 100 2(87)

12 Kutchh Power Generation Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U40100GJ2009PLC057562 Subsidiary 100 2(87)

13 Adani Power Dahej Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U40100GJ2006PLC047672 Subsidiary 100 2(87)

14 Adani Agri Fresh Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63022GJ2004PLC045143 Subsidiary 100 2(87)

15 Adani Agri Logistics Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63090GJ2005PLC045356 Subsidiary 100 2(87)

16 Adani Agri Logistics (MP) Limited Adani House, Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad – 380 009

U74120GJ2014PLC079278 Subsidiary 100 2(87)

41

Sr

No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/

Subsidiary/

Associate

% of stake held*

Applicable

Section

17 Adani Agri Logistics (Dewas) Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63090GJ2014PLC079629 Subsidiary 100 2(87)

18 Adani Agri Logistics (Harda) Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63023GJ2014PLC079601 Subsidiary 100 2(87)

19 Adani Agri Logistics (Hoshangabad)

Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63000GJ2014PLC079611 Subsidiary 100 2(87)

20 Adani Agri Logistics (Satna) Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63000GJ2014PLC079612 Subsidiary 100 2(87)

21 Adani Agri Logistics (Ujjain) Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U63000GJ2014PLC079619 Subsidiary 100 2(87)

22 Adani Defence Systems and

Technologies Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad - 380 009

U74900GJ2015PLC082700 Subsidiary 100 2(87)

23 Adani Gas Limited

Adani House, Nr. Mithakhali Six Roads,

Navrangpura, Ahmedabad – 380 009

U40100GJ2005PLC046553 Subsidiary 100 2(87)

24 Adani Shipping (India) Private Limited

601, 6th Floor, Hallmark Business Plaza,

Opp. Guru Nanak Hospital, Bandra

(East), Mumbai - 400 051

U63090MH2010PTC207152 Subsidiary 100 2(87)

25 Adani Bunkering Private Limited

Adani House, Nr. Mithakhali Circle,

Navrangpura, Ahmedabad - 380 009

U40200GJ2008PTC054045 Subsidiary 100 2(87)

26 Adani Resources Private Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U74910GJ2012PTC068733 Subsidiary 100 2(87)

27 Mahaguj Power Limited

(Converted into Mahaguj Power LLP

w.e.f. 19.04.2017)

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U40100GJ2010PLC059653 Subsidiary 100 2(87)

28 Surguja Power Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40100GJ2012PTC068748 Subsidiary 100 2(87)

42

Adani Enterprises Limited | 25th Annual Report 2016-17

Sr No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/ Subsidiary/ Associate

% of stake held*

Applicable Section

29 Adani Chendipada Mining Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U10300GJ2011PTC068074 Subsidiary 100 2(87)

30 Jhar Mining Infra Private LimitedAdani House, Plot No. 83, Sector 32, Institutional Area, Gurgaon - 122 001

U10102HR2014PTC052406 Subsidiary 51 2(87)

31 Parsa Kente Collieries Limited32, 6th Floor, Triniti, Plot No. 05, Swage Farm, New Sanganer Road, Jaipur - 302 019

U10200RJ2007PLC025173 Subsidiary 74 2(87)

32 Rajasthan Collieries Limited32, 6th Floor, Mahima Triniti, Plot No. 05, Swej Farm, New Sanganer Road, Sodala, Jaipur - 302 019

U10100RJ2012PLC038382 Subsidiary 74 2(87)

33 Adani Global Limited Suite 501, St James Court, St Denis Street, Port-Louis, Mauritius

N.A. Subsidiary 100 2(87)

34 Adani Global FZEAdani Global FZE, P.O.Box No: 17186, Dubai, U.A.E

N.A. Subsidiary 100 2(87)

35 Adani Global Pte Limited80 Raffles Place, #33-20 UOB Plaza, Singapore 048 624

N.A. Subsidiary 100 2(87)

36 PT Adani GlobalGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

37 Adani Shipping Pte Limited 80, Raffles Place #30-20, UOB Plaza, Singapore 048 624

N.A. Subsidiary 100 2(87)

38 Rahi Shipping Pte. Limited 80, Raffles Place #30-20, UOB Plaza, Singapore 048 624

N.A. Subsidiary 100 2(87)

39 Vanshi Shipping Pte. Limited80, Raffles Place #30-20, UOB Plaza, Singapore 048 624

N.A. Subsidiary 100 2(87)

40 PT Adani Global Coal Trading Graha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

41 PT Coal IndonesiaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

43

Sr

No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/

Subsidiary/

Associate

% of stake held*

Applicable

Section

42 PT Sumber BaraGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

43 PT Energy ResourcesGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

44 PT Niaga Antar BangsaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

45 PT Niaga Lintas SamudraGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

46 PT Gemilang Pusaka PertiwiGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

47 PT Hasta MundraGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

48 PT Lamindo Inter MultikonGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

49 PT Mitra Naiga MuliaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

50 PT Suar Harapan BangsaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

51 Adani North America Inc.30, Montgomery Street #970, Jersey City, New Jersey - 07302

N.A. Subsidiary 100 2(87)

52 PT Tambang Sejahtera BersamaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870

N.A. Subsidiary 100 2(87)

53 Adani Mining Pty LimitedLevel 25, 10 Eagle Street, Brisbane, Queensland 4000 2569, Australia

N.A. Subsidiary 100 2(87)

54 Aanya Maritime IncAquilino De La Guardia, Ogra Building, Street No. 8, Panama 0823 02435

N.A. Subsidiary 100 2(87)

55 Aashna Maritime IncAquilino De La Guardia , Ogra Building, Street No. 8, Panama 0823 02435

N.A. Subsidiary 100 2(87)

44

Adani Enterprises Limited | 25th Annual Report 2016-17

Sr

No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/

Subsidiary/

Associate

% of stake held*

Applicable

Section

56 Adani Minerals Pty LimitedAMP Place, Level 30, 10 Eagle Street, Brisbane, Queensland, 4000, Australia

N.A. Subsidiary 100 2(87)

57 AWEL Global LimitedSuite 1003, Khalid Al Attar Tower, Sheikh Zayed Road, P.O.Box 71241, Dubai, U.A.E.

N.A. Subsidiary 100 2(87)

58 Galilee Transmission Holdings Pty Limited Level 25, 10 Eagle Street, Brisbane, Queensland, 4000, Australia

N.A. Subsidiary 100 2(87)

59 Galilee Transmission Pty Limited Level 25, 10 Eagle Street, Brisbane, Queensland, 4000, Australia

N.A. Subsidiary 100 2(87)

60 Adani Infrastructure Pty LimitedLevel 25, 10 Eagle Street, Brisbane, Queensland, 4000, Australia

N.A. Subsidiary 100 2(87)

61 Urja Maritime IncAve., Balboa, Bicsa Financial Center, 30th Floor, Office 3005, Panama City, Republic of Panama

N.A. Subsidiary 100 2(87)

62 Adani Green Energy (MP) LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40300GJ2015PLC083278 Subsidiary 100 2(87)

63 Adani Wind Energy (AP) Limited(Formerly Adani Green Energy (Telengana) Limited)Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40300GJ2015PLC083325 Subsidiary 100 2(87)

64 Mundra Solar PV LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U74999GJ2015PLC083378 Subsidiary 100 2(87)

65 Kamuthi Solar Power LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40106GJ2015PLC083399 Subsidiary 100 2(87)

66 Ramnad Solar Power LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40106GJ2015PLC083404 Subsidiary 100 2(87)

67 Kamuthi Renewable Energy LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40100GJ2015PLC083451 Subsidiary 100 2(87)

45

Sr

No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/

Subsidiary/

Associate

% of stake held*

Applicable

Section

68 Ramnad Renewable Energy Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U40300GJ2015PLC083427 Subsidiary 100 2(87)

69 Mundra Solar Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U40101GJ2015PLC083552 Subsidiary 100 2(87)

70 Adani Land Defence Systems and

Technologies Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U74999GJ2015PLC083877 Subsidiary 100 2(87)

71 Adani Aero Defence Systems and

Technologies Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U35115GJ2015PLC083876 Subsidiary 100 2(87)

72 Adani Naval Defence Systems and

Technologies Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U74990GJ2015PLC083873 Subsidiary 100 2(87)

73 Adani Green Energy (UP) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U40106GJ2015PLC083925 Subsidiary 100 2(87)

74 Prayatna Developers Private Limited

Seventh floor, Wing B, Sambhaav

House, Judges Bungalow Road,

Bodakdev, Ahmedabad - 380 015

U70101GJ2015PTC083634 Subsidiary 100 2(87)

75 Parampujya Solar Energy Private

Limited

Seventh floor, Wing B, Sambhaav

House, Judges Bungalow Road,

Bodakdev, Ahmedabad - 380 015

U70101GJ2015PTC083632 Subsidiary 100 2(87)

76 Rosepetal Solar Energy Private Limited

Seventh floor, Wing B, Sambhaav

House, Judges Bungalow Road,

Bodakdev, Ahmedabad - 380 015

U70101GJ2015PTC083588 Subsidiary 100 2(87)

46

Adani Enterprises Limited | 25th Annual Report 2016-17

Sr No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/ Subsidiary/ Associate

% of stake held*

Applicable Section

77 Adani Wind Energy (Gujarat) Private Limited(formerly Duryodhana Developers Private Limited)Seventh floor, Wing B, Sambhaav House, Judges Bungalow Road, Bodakdev, Ahmedabad - 380 015

U70101GJ2015PTC083633 Subsidiary 100 2(87)

78 Kilaj Solar (Maharashtra) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40106GJ2016PTC085576 Subsidiary 100 2(87)

79 Talabira (Odisha) Mining Private Limited(formerly Korba Clean Coal Private Limited)Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U14200GJ2016PTC086246 Subsidiary 51 2(87)

80 Mundra Solar Technopark Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U74120GJ2015PTC082522 Subsidiary 88.35 2(87)

81 Adani Green Technology Limited(formerly Sami Solar (Gujarat) Private Limited)Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U29100GJ2016PLC086498 Subsidiary 51 2(87)

82 Wardha Solar (Maharashtra) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40106GJ2016PTC086499 Subsidiary 100 2(87)

83 Mahoba Solar (UP) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40106GJ2016PTC086536 Subsidiary 100 2(87)

84 Gaya Solar (Bihar) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U40106GJ2016PTC086542 Subsidiary 100 2(87)

85 Adani Agri Logistics (Kotkapura) LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009

U63090GJ2016PLC086571 Subsidiary 100 2(87)

47

Sr

No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/

Subsidiary/

Associate

% of stake held*

Applicable

Section

86 Adani Agri Logistics (Katihar) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63090GJ2016PLC086566 Subsidiary 100 2(87)

87 Adani-Elbit Advanced Systems India

Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U74999GJ2016PLC094297 Subsidiary 51 2(87)

88 Adani Cementation Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U74999GJ2016PLC094589 Subsidiary 100 2(87)

89 Adani Agri Logistics (Kannauj) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095059 Subsidiary 100 2(87)

90 Adani Agri Logistics (Panipat) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095073 Subsidiary 100 2(87)

91 Adani Agri Logistics (Raman) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095188 Subsidiary 100 2(87)

92 Adani Agri Logistics (Moga) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095190 Subsidiary 100 2(87)

93 Adani Agri Logistics (Barnala) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63090GJ2017PLC095187 Subsidiary 100 2(87)

94 Adani Agri Logistics (Nakodar) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095202 Subsidiary 100 2(87)

95 Adani Agri Logistics (Mansa) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095203 Subsidiary 100 2(87)

96 Adani Agri Logistics (Bathinda) Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U63030GJ2017PLC095224 Subsidiary 100 2(87)

48

Adani Enterprises Limited | 25th Annual Report 2016-17

Sr

No

Name and address of the Company / LLP

CIN/GLN/LLPIN Holding/

Subsidiary/

Associate

% of stake held*

Applicable

Section

97 Adani Infrastructure Private Limited

Adani House, Near Mithakhali Six

Roads, Navrangpura,

Ahmedabad - 380 009

U74140GJ2015PTC084995 Subsidiary 100 2(87)

98 Adani Tradewing LLP

Adani House, 56, Shrimali Society,

Navrangpura, Ahmedabad-380 009

AAI-9116 Subsidiary 100 2(87)

99 Adani Commodities LLP

Adani House, 56, Shrimali Society,

Navrangpura, Ahmedabad-380 009

AAI-9117 Subsidiary 100 2(87)

100 Adani Tradex LLP

801 Shikhar Complex, Srimali Society,

Navrangpura,

Ahmedabad, Gujarat, 380 009

AAI-8221 Subsidiary 100 2(87)

101 Adani Tradecom LLP

801 Shikhar Complex, Srimali Society,

Navrangpura,

Ahmedabad - 380 009

AAI-8220 Subsidiary 100 2(87)

102 Adani Renewable Power LLP

Adani House, 56, Shrimali Society,

Navrangpura, Ahmedabad – 380 009

AAI-9408 Subsidiary 100 2(87)

103 CSPGCL AEL Parsa Collieries Limited

House No. 30, Maulshri - Vihar,

VIP Road, Raipur - 492 001

U10102CT2010SGC022194 Associate 49 2(6)

104 GSPC LNG Limited

B-103, 1st Floor, JT Tower - 2, Infocity,

Near Indrode Circle,

Gandhinagar - 382 009

U23203GJ2007SGC050115 Associate 31.17 2(6)

* Representing aggregate % of stake held by the Company in its subsidiaries directly and / or alongwith other subsidiaries.

49

50

IV. Share Holding Pattern (equity share capital breakup as percentage of total equity as on 31st March, 2017)i) Category-wise Share Holding

Category of Shareholders No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change

during the

year

Demat Physical Total % of total

Shares

Demat Physical Total % of total

Shares

A. Promoter

1 Indian

a) Individuals/HUF 894080 - 894080 0.08 - - - - (0.08)

b) Central Government - - - - - - - - -

c) State Government(s) - - - - - - - - -

d) Bodies Corporate 99491719 - 99491719 9.05 99491719 - 99491719 9.05 0.00

e) Banks/FI - - - - - - - - -

f) Any Others

Family Trust 630034660 - 630034660 57.29 630034660 - 630034660 57.29 0.00

Sub Total(A)(1) 730420459 - 730420459 66.41 729526379 - 729526379 66.33 (0.08)

2 Foreign

a) NRIs-Individuals 90749100 - 90749100 8.25 - - - - (8.25)

b) Other-Individuals - - - - -

c) Bodies Corporate 3688000 - 3688000 0.34 94437100 - 94437100 8.59 8.25

d) Banks/FI - - - - -

e) Any Other - - - - -

Sub Total(A)(2) 94437100 - 94437100 8.59 94437100 - 94437100 8.59 0.00

Total Shareholding

of Promoter and Promoter

Group (A)= (A)(1)+(A)(2)

824857559 - 824857559 75.00 823963479 - 823963479 74.92 (0.08)

B. Public shareholding

1 Institutions

a) Mutual Funds/ UTI 5520000 - 5520000 0.50 2368000 - 2368000 0.22 (0.28)

b) Banks/FI 29020960 - 29020960 2.64 28849979 - 28849979 2.62 (0.02)

c) Central Govt. - - - - - - - - -

d) State Govt. - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FII 117315641 - 117315641 10.67 6232286 - 6232286 0.57 (10.10)

h) Foreign Venture Capital

Funds

- - - - - - - - -

i) Any Other

Foreign Portfolio Investor

(Corporate)

- - - - 193117579 - 193117579 17.56 17.56

Sub-Total (B)(1) 151856601 - 151856601 13.81 230567844 - 230567844 20.96 7.15

2 Non-institutions

a) Bodies Corporate

i Indian 5693060 4000 5697060 0.52 4561210 - 4561210 0.41 (0.11)

ii Overseas - - - - -

b) Individuals

I Individuals shareholders

holding nominal share

capital up to ` 1 lakh

30862188 481921 31344109 2.85 24539869 482221 25022090 2.28 (0.57)

ii Individual shareholders

holding nominal share

capital in excess of

` 1 lakh.

1800698 - 1800698 0.16 3354097 - 3354097 0.30 0.14

Adani Enterprises Limited | 25th Annual Report 2016-17

51

Category of Shareholders No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change

during the

year

Demat Physical Total % of total

Shares

Demat Physical Total % of total

Shares

c) Other (specify)

Clearing Member 978127 - 978127 0.09 4841798 - 4841798 0.44 0.35

Non Resident Indian

(Repatriation)

6286749 - 6286749 0.57 6006846 - 6006846 0.55 (0.02)

Non Resident Indian (Non-

Repatriation)

- - - - 142906 - 142906 0.01 0.01

Foreign National 10000 - 10000 0.00 10000 - 10000 0.00 0.00

Corp. Body - Foreign

Bodies

76979180 - 76979180 7.00 84259 - 84259 0.01 (6.99)

Trust - - - - 800 - 800 0.00 0.00

Hindu Undivided Family - - - - 1254754 - 1254754 0.11 0.11

Sub-Total (B)(2) 122610002 485921 123095923 11.19 44796539 482221 45278760 4.12 (7.07)

Total Public Shareholding

(B)= (B)(1)+(B)(2)

274466603 485921 274952524 25.00 275364383 482221 275846604 25.08 0.08

C. Shares held by Custodians

for GDRs & ADRs

- - - - - - - - -

GRAND TOTAL (A)+(B)+(C) 1099324162 485921 1099810083 100.00 1099327862 482221 1099810083 100.00 0.00

ii) Shareholding of Promoters/Promoters Group: SrNo

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % Change in shareholding

during the year

No. of Shares % of total shares of the

Company

% shares pledged/

encumbered to total shares

No. of Shares % of total shares of the

Company

% shares pledged/

encumbered to total shares

1. Shri Gautam S. Adani/Smt. Priti G. Adani (on behalf of GSAFT1)

8836750 0.80 0.00 8836750 0.80 0.00 Nil

2. Shri Gautam S. Adani/Shri Rajesh S. Adani (on behalf of SBAFT2)

621197910 56.48 9.03 621197910 56.48 21.66 Nil

3. Adani Properties Private Limited 99491719 9.05 3.25 - - - (9.05)

4. Shri Vinod Shantilal Adani 90749100 8.25 0.00 - - - (8.25)

5. Ventura Power Investments Pvt. Ltd., Mauritius3

3688000 0.34 0.00 - - - (0.34)

6. Pan Asia Trade & Investment Private Limited3

- - - 3688000 0.34 0.00 0.34

7. Shri Bhavik B. Shah4 37000 0.00 0.00 - - - Nil

8. Shri Rakesh R. Shah4 611080 0.06 0.01 - - - (0.06)

9. Smt. Surekha B. Shah4 34000 0.00 0.00 - - - Nil

10. Smt. Priti R. Shah4 196000 0.02 0.02 - - - (0.02)

11. Shri Vinod N. Sanghvi4 16000 0.00 0.00 - - - Nil

12. Parsa Kente Rail Infra LLP - - - 99491719 9.05 0.00 9.05

13. Afro Asia Trade and Investment Limited

- - - 30249700 2.75 0.00 2.75

14. Universal Trade and Investment Limited

- - - 30249700 2.75 0.00 2.75

15. Worldwide Emerging Market Holding Limited

- - - 30249700 2.75 0.00 2.75

Total 824857559 75.00 12.31 823963479 74.92 21.66 (0.08)

1. Gautam S. Adani Family Trust

2. S. B. Adani Family Trust

3. Pan Asia Trade & Investment Private Limited has acquired Equity Shares of the Company pursuant to amalgamation of

Ventura Power Investments Private Limited with Pan Asia Trade & Investment Private Limited w.e.f. 24th March, 2017.

4. Re-classified the status from “Promoter Group” category to the “Public” category w.e.f. 23rd March, 2017.

52

iii) Change in Promoters’/Promoters’ Group Shareholding:

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company

No. of Shares % of total shares of the Company

At the beginning of the year 824857559 75.00 - -

Date-wise Increase / Decrease in Promoters

Shareholding during the year specifying the

reasons for increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

- Reclassification of the shareholding status

from “Promoter Group” category to the

“Public” category w.e.f. 23.03.2017.

(894080) (0.08) 823963479 74.92

At the end of the year - - 823963479 74.92

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoter and Holders of GDRs and ADRs):

Name of Shareholder* Shareholding at the beginning of the year

Change in Shareholding (Nos. of Shares)

Shareholding at the end of the year

No. of Shares % of total shares of the

Company

Purchase Sell No. of Shares % of total shares of the

CompanyCresta Fund Ltd 37925354 3.45 14996679 5253770 47668263 4.33

Elara India Opportunities Fund Limited

27288157 2.48 6510171 - 33798328 3.07

Life Insurance Corporation of India 27997267 2.55 - - 27997267 2.55

Emerging India Focus Funds 31219800 2.84 - 3586336 27633464 2.51

Albula Investment Fund Ltd 18206131 1.66 428791 - 18634922 1.69

EM Resurgent Fund 5902000 0.54 1605345 - 7507345 0.68

Vespera Fund Limited 7645764 0.70 - 1210000 6435764 0.59

Goldman Sachs (Singapore) Pte Ltd 5302 0.00 5871753 301039 5576016 0.51

Vanguard Emerging Markets Stock Index Fund, Aseries of Vanguard International Equity Index Fund

4291004 0.39 779629 - 5070633 0.46

Credit Suisse (Singapore) Limited 2166115 0.20 4242117 2635137 3773095 0.34

* The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not

indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder.

Adani Enterprises Limited | 25th Annual Report 2016-17

53

v) Shareholding of Directors and Key Managerial Personnel:For each of the Directors and KMP Shareholding at the

beginning of the yearChange in Shareholding

(Nos. of Shares)Shareholding at the end

of the yearNo. of Shares % of total

shares of the Company

Purchase Sell No. of Shares

% of total shares of the

CompanyDirectorsMr. Gautam S. Adani 1 & 2 - - - - - -Mr. Rajesh S. Adani1 - - - - - -Mr. Ameet H. Desai - - - - - -Mr. Vasant S. Adani - - - - - -Mr. Pranav V. Adani - - - - - -Mr. Anil Ahuja - - - - - -Mr. Berjis Desai - - - - - -Mr. Hemant Nerurkar - - - - - -Mr. V. Subramanian3 - - - - - -Ms. Vijaylaxmi Joshi4 - - - - - -Key Managerial Personnel -Mr. Jatin JalundhwalaCompany Secretary

700 0.00 - - 700 0.00

1. Gautam S. Adani/ Rajesh S. Adani (on behalf of S.B. Adani Family Trust) holds 62,11,97,910 (56.48%) shares of the Company.

During the year under review, there was no increase / decrease in the same.

2. Gautam S. Adani/ Priti G. Adani (on behalf of Gautam S. Adani Family Trust) holds 88,36,750 (0.80%) shares of the Company.

During the year under review, there was no increase / decrease in the same.

3. Appointed as an Additional Director w.e.f. 22nd August, 2016.

4. Appointed as an Additional Director w.e.f. 2nd December, 2016.

V) Indebtedness: Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loansexcluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial year i) Principal Amount 3,580.52 3,133.27 - 6,713.79 ii) Interest due but not paid - - - -iii) Interest accrued but not due 5.49 39.43 - 44.92 Total (i+ii+iii) 3,586.01 3,172.70 - 6,758.71 Change in Indebtedness during the financial year • Addition (Principal & Interest) 4,733.34 15,561.71 - 20,295.04 • Reduction (Principal & Interest) 5,014.62 14,791.16 - 19,805.78 Net Change (281.28) 770.55 - 489.27 Indebtedness at the end of the financial year i) Principal Amount 3,290.99 3,921.84 - 7,212.83 ii) Interest due but not paid - - - - iii) Interest accrued but not due 13.74 21.40 - 35.14 Total (i+ii+iii) 3,304.73 3,943.24 - 7,247.97

(H in Crore)

54

(H in Crore)

VI) Remuneration of Directors and Key Managerial Personnel: A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr

No

Particulars of Remuneration Gautam S. Adani

Executive

Chairman

Rajesh S. AdaniManaging

Director

Ameet H. DesaiExecutive

Director & CFO

Pranav Adani Director

Total Amount

1 Gross salary a) Salary as per provisions

contained in Section 17(1) of the

Income-tax Act, 1961

1.81 3.02 10.82 2.39 18.04

b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

- - - - -

c) Profits in lieu of salary under

Section 17(3) Income-tax Act,

1961

- - - - -

2 Stock Option - - - - -3 Sweat Equity - - - - -4 Commission - - - - -

- as % of profit - 1.00 - 0.50 1.50- others, specify - - - - -

5 Others-contribution towards PF etc. 0.21 0.31 - 0.11 0.63Total (A) 2.02 4.33 10.82 3.00 20.17Ceiling as per the Act `26.02 Crores (@ 10% of profit calculated as per Section 198 of the Companies Act,

2013)

B. Remuneration to other Directors:Particulars of Remuneration Anil

AhujaDr. Ravindra

Dholakia1

Berjis Desai

Hemant Nerurkar

V. Subramanian2 Vijaylaxmi Joshi3

Total

1. Independent Directors a) Fee for attending board,

committee meetings 1.60 0.60 0.40 2.00 1.00 0.20 5.80

b) Commission - 1.80 12.00 12.00 7.30 4.00 37.10c) Others, please specify - - - - - - -Total (1) 1.60 2.40 12.40 14.00 8.30 4.20 42.902. Other Non-Executive DirectorsParticulars of Remuneration Vasant S. Adani Totala) Fee for attending board,

committee meetings - -

b) Commission - -c) Others, please specify - -Total (2) - -

Total (1+2) 42.90

1. Resigned as Director of the Company w.e.f. 24th May 2016.

2. Appointed as an Additional Director of the Company w.e.f. 22nd August, 2016.

3. Appointed as an Additional Director of the Company w.e.f. 2nd December, 2016.

(H in Lacs)

Adani Enterprises Limited | 25th Annual Report 2016-17

55

C. Remuneration to key managerial personnel other than MD/manager/WTD Sr

No

Particulars of Remuneration Chief Financial Officer*

Company Secretary

TotalAmount

1. Gross salary a) Salary as per provisions contained in Section 17(1) of the

Income-tax Act, 1961

- 1.41 1.41

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -c) Profits in lieu of salary under Section 17(3) Income-tax

Act, 1961

- - -

2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % of profit - - -- others, specify - - -

5 Others- contribution towards PF etc. - 0.05 0.05Total (A) - 1.46 1.46

* Please refer VI(A) herein above.

(H in Crore)

VII) Penalties / Punishment/ Compounding of Offences:

Type Section of the

Companies Act

Brief Description Details of penalty/ punishment/

compounding fees imposed

Authority[RD / NCLT/

COURT]

Appeal made, if any (give details)

A. CompanyPenalty

NonePunishment Compounding B. DirectorsPenalty

NonePunishment Compounding C. Other Officers in default Penalty

NonePunishment Compounding

56

I have conducted the secretarial audit of the compliance

of applicable statutory provisions and the adherence to

good corporate practices by Adani Enterprises Limited

(hereinafter called “the Company”). Secretarial Audit was

conducted in a manner that provided me a reasonable basis

for evaluating the corporate conducts/statutory compliances

and expressing my opinion thereon.

Based on my verification of books, papers, minute books,

forms and returns filed and other records maintained by the

Company and also the information provided by the Company,

its officers, agents and authorized representatives during

the conduct of secretarial audit, I hereby report that in my

opinion, the company has, during the audit period covering

the financial year ended on 31st March, 2017 complied with

the statutory provisions listed hereunder and also that the

Company has proper Board-processes and compliance

mechanism in place to the extent, in the manner and subject

to the reporting made hereinafter:

I have examined the books, papers, minutes books, forms and

returns filed and other records maintained by the Company

for the financial year ended on 31st March, 2017 according to

the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made

thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and

Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the

rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations,

2009 (Not Applicable to the Company during the

Audit Period);

d) The Securities and Exchange Board of India (Share

Based Employee Benefit) Regulation, 2014 (Not

Applicable to the Company during the Audit Period);

e) The Securities and Exchange Board of India (Issue

and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and

dealing with client;

g) The Securities and Exchange Board of India

(Delisting of Equity Shares) Regulations, 2009 (Not

Applicable to the Company during the Audit Period);

and

h) The Securities and Exchange Board of India

(Buyback of Securities) Regulations, 1998 (Not

Applicable to the Company during the Audit Period);

Annexure – B to the Directors’ Report

FORM NO. MR-3 – SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014]

To

The Members

Adani Enterprises Limited

Adani Enterprises Limited | 25th Annual Report 2016-17

57

vi. Laws specifically applicable to the industry to which the

Company belongs, as identified by the management,

that is to say:

Legislation Name

Payment of Wages Act, 1936

The Payment of Bonus Act, 1965

The Employees’ Provident Fund and Miscellaneous

Provisions Act, 1952

Employees’ State Insurance Act, 1948

The Minimum Wages Act, 1948

Payment of Gratuity Act, 1972

Employee Taxation as per Income Tax Act, 1961

Employee Group Insurance Scheme and Maternity

Benefits

Shops and Establishment Act and Rules thereunder

The Contract Labour (Abolition & Repeal) Act and Rules

thereunder

Environment (Protection) Act, 1986

The Air (Prevention and Control of Pollution) Act, 1981

The Water (Prevention and Control of Pollution) Act, 1974

The Noise Pollution (Regulation and Control) Rules, 2000

Hazardous Wastes (Management and Handling) Rules,

1989

Manufactures Stores and import of Hazardous Chemical

Rules, 1989

Factories Act, 1948

I have also examined compliance with the applicable clauses

of the following:

a. Secretarial Standards issued by The Institute of Company

Secretaries of India.

b. The Securities and Exchange Board of India (Listing

Obligations and Disclosures Requirements) Regulations,

2015.

During the period under review, the Company has complied

with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above subject to filing of certain

e-forms with additional fees.

I further report that

The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the

composition of the Board of Directors that took place during

the period under review were carried out in compliance with

the provisions of the Act.

Adequate notice is given to all directors to schedule the

Board Meetings, agenda and detailed notes on agenda were

sent at least seven days in advance, and a system exists for

seeking and obtaining further information and clarifications

on the agenda items before the meeting and for meaningful

participation at the meeting.

Majority decision is carried through while the dissenting

members’ views are captured and recorded as part of the

minutes.

I further report that there are adequate systems and processes

in the Company commensurate with the size and operations

of the Company to monitor and ensure compliance with

applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has:

1. Passed a Special Resolution, to offer and issue, Foreign

Currency Convertible Bonds and Ordinary Shares

aggregating to an amount not exceeding ` 6,000 crores.

2. Passed a special resolution to authorise board of

directors to subscribe redeemable secure / unsecured

Non Convertible Debentures, bonds and /or other debt

securities.

3. Passed an enabling Special Resolution to convert the

whole or any part of outstanding financial assistance

into fully paid up equity shares .

CS Ashwin Shah

Place: Ahmedabad Company Secretary

Date: 24th May, 2017 C. P. No. 1640

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure-A’ and forms an integral part of this report.

58

Annexure – A TO THE SECRETARIAL AUDIT REPORT

To

The Members

Adani Enterprises Limited

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of the

Company. Our responsibility is to express an opinion on these secretarial records based

on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. We believe that the processes and practices, we followed provide

a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and

Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. Our examination was

limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of

the Company nor of the efficacy or effectiveness with which the management has

conducted the affairs of the Company.

CS Ashwin Shah

Place: Ahmedabad Company Secretary

Date: 24th May, 2017 C. P. No. 1640

Adani Enterprises Limited | 25th Annual Report 2016-17

59

Annexure – C to the Directors’ Report

[Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in

the financial year 2016-17:

Name of Directors/KMP

Ratio of remuneration to median remuneration of Employees

% increase in remuneration

in the financial year

Executive DirectorsMr. Gautam S. Adani 20.95 : 1 8.02 Mr. Rajesh S. Adani 44.89 : 1 6.22 Mr. Ameet H. Desai 112.16 : 1 28.75 Mr. Pranav Adani 31.09: 1 21.77Non-Executive DirectorsMr. Vasant S. Adani - -Dr. Ravindra H.

Dholakia1&3

0.25 : 1 -

Mr. Anil Ahuja2 0.17 : 1 -Mr. Berjis Desai1 1.28 : 1 -Mr. Hemant Nerurkar1 1.45 : 1 -Mr. V. Subramanian1&4 0.86 : 1 -Mrs. Vijaylaxmi

Joshi 1&5

0.44 : 1 -

Key Managerial Personnel Mr. Jatin Jalundhwala 15.12 : 1 20.77

1. Reflects sitting fees and commission

2. Reflects sitting fees

3. Resigned as Director of the Company w.e.f. 24th May

2016

4. Appointed as an Additional Director w.e.f. 22nd August,

2016

5. Appointed as an Additional Director w.e.f. 2nd December,

2016

ii) The percentage increase in the median remuneration of

employees in the financial year: 22.15%

iii) The number of permanent employees on the rolls of

Company: 854 as on 31st March, 2017.

iii) Average percentile increase already made in the salaries

of employees other than the managerial personnel

in the last financial year and its comparison with the

percentile increase in the managerial remuneration

and justification thereof and point out if there are any

exceptional circumstances for increase in the managerial

remuneration:

- Average increase in remuneration of employees

excluding KMPs: 7%.

- Average increase in remuneration of KMPs: 17.10%

- KMP salary increases are decided based on the

Company’s performance, individual performance,

inflation, prevailing industry trends and benchmarks.

iv) Affirmation that the remuneration is as per the

Remuneration Policy of the Company:

The Company affirms remuneration is as per the

Remuneration Policy of the Company.

60

Annexure – D to the Directors’ Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out as under:

A. Conservation of Energy :a) the steps taken or impact on conservation of energy:

- Installation of high efficiency LED lighting for Mine,

CHP & Washery, Administrative Offices, Street Lights,

siding locations.

- Installation of energy efficient LED lights (165 nos,

2 x 18W) for new VTC & Hostel.

- Installation of energy efficient LED lights 8mtr, 70W,

25Nos at Adani Vidya Mandir Salhi Village.

- Installation of energy efficient LED street lights (1no,

18mtr, 8 x 120W, 2no, 9mtr, 6 x 60W) for Gumga

township.

b) the steps taken by the Company for utilising alternate

sources of energy:

- Installation of 27 Units of Solar water heater at Adani

Gumga Township in place of conventional geyser

units.

- Installation of energy efficient LED Solar light 38nos,

8mtr, 1 x 30W for external illumination of Gumga

township.

- Installation of energy efficient Solar LED lights 45 nos

in mine nearby project affected villages under CSR

initiative.

c) the capital investment on energy conservation

equipment:

As the company has started commercial activities

recently, hence it is in process of finalizing the

planning of ascertaining the requirement of additional

investment and proposals, if any required for reduction of

consumption of energy.

Budget proposed (Sum of ` 10 Lakh) in FY 2017-18 for

replacement of existing lamps by LED lamps in phased

manner at CHP, Washery & mine. In addition to this,

a sum of ` 10 Lakh is proposed for solar power system of

capacity 5KVA, 5nos.

B. Technology Absorption:(i) the efforts made towards technology absorption:

- Implementation of Conditioning Monitoring System

for CHP & Washery.

- Installation of Central Plant control & monitoring

Room for CHP & Washery through PLC and SCADA.

- Cloud based solution for monitoring & alert generation

for critical CHPP assets.

- Installation of Mine water treatment system.

- IT system enablement of maintenance schedules

(SAP - PM implementation) to improve reliability of

the plant.

- Installation of RO Plant for drinking water purpose.

- CCTV installation at various locations in plant

premises and monitoring through central security

control room.

- Deployment of Mobile App (MineShot) for daily

operational MIS.

- Deployment of Integrated visitor induction and

management system.

- Development of Digital Geo-Spatial database.

- Aerial survey for assessing DGMS compliance

conditions.

- Implemented SPRY scheduler for short term mine

planning.

- Study and POC completed for coal and reject stock

management using thermal imagery and analytics.

- Using state of the art terrestrial Lidar for surveying.

- Using Tree-Transplanter for trans-locating the native

species.

- Using Geo-texturing for dump and slope stability.

Adani Enterprises Limited | 25th Annual Report 2016-17

61

(ii) the benefits derived like product improvement, cost

reduction, product development or import substitution:

- Simplified operation of CHP & Washery plant.

- Surplus mine water after treatment to be discharged

into nearby water bodies for potable use of nearby

villages.

- Reduction in power bills for illumination.

- Operational alerts through Mobile dash boards.

- Condition based monitoring to increase reliability and

minimize downtime.

- Slope stability of OB dumps.

- Efficiency improvement using Dash boards.

(iii) in case of imported technology (imported during the last

three years reckoned from the beginning of the financial

year)

- No Technology was imported for conservation of

energy.

(iv) The expenditure incurred on Research and Development..

- NIL (Proof of concept to refine/ evaluate new

technologies in the field of IOT, Visualization, Thermal

Imaging, Coal Stock management etc. was made.

Expense was incurred by technology partners).

C. Foreign Exchange Earnings and Outgo :(H in Crore)

Particulars 2016-17 2015-161) Foreign exchange earned

(including export of goods on

FOB basis)

11.05 0.41

2) Foreign exchange used 4,210.43 3,065.31

*******************

62

Annexure to the Directors’ Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AS PER SECTION 135 OF THE COMPANIES ACT, 2013

1. A brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

The Company has framed Corporate Social Responsibility (CSR) Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs for the welfare & sustainable development of the society.

The Company carried out/ implemented its CSR activities/ projects through Adani Foundation. The Company has identified Primary Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development as the core sectors for CSR activities. The CSR Policy has been uploaded on the website of the Company at http://www.adanienterprises.com/investors/investor-download.

2. Composition of the CSR Committee: • Mr. Rajesh S. Adani, Chairman • Mr. Vasant S. Adani, Member • Mr. Hemant Nerurkar, Member

3. Average net profit of the Company for last three financial years:

Average net loss: ` 30.81 Crore

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

In view of average losses, the Company was not required to make mandatory CSR expenditure during the year 2016-17 as per Section 135 of the Companies Act, 2013.

5. Details of CSR spend for the financial year: a) Total amount spent for the financial year: Not

Applicable

b) Amount unspent, if any: Nil

c) Manner in which the amount spent during the financial year is detailed below: Not Applicable

6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof: Not Applicable

7. The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

8. Details of CSR programme Adani Foundation is the CSR arm of the Adani Group.

Since its inception in 1996, the Foundation has been working in four core areas of Education, Community Health, Sustainable Livelihood Development and Rural

Infrastructure Development to extend its support to communities. Adani Foundation has its presence across the nation at 21 sites, covering more than 1400 villages & towns. Presently, the foundation is operational in the state of Gujarat, Maharashtra, Himachal Pradesh, Rajasthan, Chhattisgarh, Madhya Pradesh, Karnataka, Jharkhand, Kerala, Odisha, Haryana and Goa through various innovative efforts. The Company as a business entity firmly believes in the notion of sustainable community development. Assuming the role of a responsible corporate, it strives to create an environment of co-existence where there is an equitable sharing of resources followed by sustained growth and development of the community around. Hence, the Company has been promoting CSR activities through the Adani Foundation.

The Adani Vidya Mandir (AVM), a school under the aegis of Adani Foundation is developed with a unique concept which aims at providing cost free quality education to meritorious students coming from underprivileged backgrounds. Adani Vidya Mandir, Ahmedabad - established in the year 2008 is a CBSE affiliated English medium school and is the first of its kind initiative. The AVM model has been successfully replicated in other locations at Bhadreshwar (Gujarat) and Surguja (Chhattisgarh) benefiting the underprivileged students from the communities in and around that area. The Students are provided with free of cost transportation, uniform, textbooks, notebooks, breakfast, lunch and refreshments. These students, most of them being first generation learners, have priceless treasures of desire and ability, but due to lack of resources were unable to achieve their dreams. This year, a state of the art building of AVM in Sarguja, having 23 modern classrooms, spread across 3.86 acres of sprawling campus is in the process of construction. AVM is a boon to the parents who due to their financial constrains is not in a position to provide quality education to their children.

Besides AVM schools, the Foundation has also established other schools which provide subsidised education to the desirous students. Apart from Adani Vidyalayas at Tiroda & Kawai, Adani Public School in Mundra and Adani DAV Public school in Bhadrak district of Orrisa, Adani Foundation has also adopted Nav Chetan Vidyalaya at Junagam in Choryasi block of Surat district of Gujarat.

Gautam S. Adani Rajesh S. Adani Executive Chairman Chairman- CSR Committee

Adani Enterprises Limited | 25th Annual Report 2016-17

63

The Management’s views on the Company’s performance

and outlook are discussed below:

Economic OutlookAs per the second advance estimates released by the Central

Statistical Office (CSO), the growth in GDP during 2016-17

was estimated at 7.1% as compared to the revised growth rate

of 7.9% in 2015-16. As per said CSO data, various sectors such

as manufacturing, trade, hotels, transport, communication

and services related to broadcasting are likely to register

growth rate of over 7%. Capital flows have remained strong

during the last few years. Notwithstanding, the volatility

seen in some of the vital data points (e.g., falling exports, low

IIP numbers etc.), the growth trajectory remains on track.

Importantly, such growth has been accompanied by macro-

economic stability. Inflation has been under control and the

balance of payment position looks healthy. India’s external

sector position has been comfortable, with the current

account deficit (CAD) progressively contracting. Capital

flows have remained strong during the last few years.

This year has been marked by several historic economic

policy developments. On the domestic side, a constitutional

amendment paved the way for the long-awaited and

transformational Goods and Services Tax (GST) while

demonetization of the large currency notes signalled a

regime shift. The transformational GST law, which will create

a common Indian market, improve tax compliance, boost

investment and growth. In addition, the Government also

overhauled the bankruptcy laws.

During last couple of years, the Government had launched

many schemes which are being considered as successful

initiatives like ‘Swatch Bharat’ or ‘Make-in India’ or ‘Skill India’

or ‘Digital India’ or ’Jan Dhan Yojana’ or ‘Mudra Yojana’ or ‘Jan

Suraksha Schemes’ or ‘Start-up India’ or efforts for ease of

doing business in India and have given a powerful boost to

Indian Economy. Government has made the revival of Indian

manufacturing a top priority, reflected in its “Make in India”

campaign and also “Skill India” initiatives. The one significant

upside possibility is a good monsoon, which would increase

rural consumption.

Financial PerformanceThe Company has registered improved financial performance

on the back of its strong operational performance across key

segments. Our continued focus on infrastructure, energy and

agro sectors is expected to continue to drive our performance

and we remain committed to maintaining high operational

parameters to create value for our stakeholders.

Key Highlights of the Company’s consolidated performance

for the year are as under.

- Consolidated total revenue from operations increased by

8.33% to ` 38,056 crores in FY 17 v/s ` 35,131 crores in

FY 16.

- Consolidated EBIDTA increased by 11% to ` 3,090 crores in

FY 17 v/s ` 2,789 crores in FY 16.

- Consolidated PAT for FY 17 was ` 986 crores v/s ` 1,009

crores in FY 16.

The Company has enhanced its financial performance

on comparable basis on account of higher contribution

from Coal Trading and MDO as well as commencement of

generation from the Renewable businesses.

Operational PerformanceWe at Adani Enterprises Limited focus on sectors of national

interest paying attention to renewable energy, mining and

agro infrastructure business that is critical for the country.

The Government’s initiatives to enhance economic reforms

in the country are highly encouraging. We remain focused

on executing our strategy and increasing momentum of our

businesses across the key sectors for long term, sustainable

growth. We remain committed to play an enhanced role in

National Building across various geographies.

Key highlights of the Company’s consolidated operational

performance are as under -

Coal Trading volumes grew by 4% to 80.84 Million Metric

Tons (“MMT”).

Annexure to the Directors’ Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

64

Coal MDO volumes grew by 33% to 7.33 MMT.

Renewable Power Generation was 787.12 Million Units of

KWh.

City Gas Distribution volumes were up by 7% to 408.45

Million Metric Standard Cubic Meters (“MMSCM”).

Key Business Highlights:Coal TradingThe Company remained the largest Trader & Importer of

Thermal Coal in India during the financial year 2016-17 also

and maintained its market share in all sectors.

However, from FY 2017 onwards the growth has been

moderated due to changes in coal market in domestic coal

supply and changes in Indonesian regulations. Considering

the increase in availability of domestic coal, the coal trading

business is expected to exhibit muted growth over the near

to medium term. The Company has strong relationship

with coal miners, which has led to timely delivery of coal.

Also it has developed business relationship with diversified

customers across various end-use industries in India.

Coal Mining Development and Operations (“MDO”)Our coal mining business involves mining, processing,

acquisition, exploration and development of mining assets.

Domestic Coal Mining OperationsIn India, as part of the public private partnership model,

Government / Public sector companies including State

Gencos (State Electricity Boards), which are allotted coal

blocks, appoint a Mine Developer and Operator (“MDO”)

to undertake all activities relating to the development and

operations of a coal block allotted. After Hon’ble Supreme

Court’s 2014 order leading to cancellation of earlier coal

block allotment, Ministry of Coal passed and notified The

Coal Mines (Special Provisions) Act, 2015. As per new Act,

coal mines are being auctioned and allotted. Many of the

Government / Public sector companies who were allotted

coal blocks have undertaken bids for selection of MDO and

are at various stages of bid processes and subsequent award

of tender. The Company has participated widely in such

tenders to secure long term MDO contracts in the current

financial year. Many of these tenders are at advanced stage

of getting concluded.

Moreover, Ministry of Coal is also in process of opening up

commercial coal mining for private sector in phased manner,

which could be further opportunity for the Company to

leverage its mining capabilities and coal trading experience.

The Company has been appointed as MDO and is undertaking

activities relating to the development and operations of

certain coal blocks in India. The outlook for the sector

remains positive.

1

3

5.5 7.33

FY 14 FY 15 FY 16 FY 17

Parsa East and Kanta Basan Coal Block

Rajasthan Rajya Vidyut Utpadan Nigam Limited (“RRVUNL”)

has been allocated the Parsa East and Kanta Basan coal

blocks in Chhattisgarh. To undertake the MDO operations,

the Company entered into a joint venture agreement with

RRVUNL to form Parsa Kente Collieries Limited (“PKCL”),

wherein the Company owns 74% equity interest. This entails

development, mining, beneficiation of coal, arranging

transportation and delivery of washed coal to end power

projects of RRVUNL at Rajasthan. However, coal block

was de-allocated by the Hon’ble Supreme Court vide its

judgement dated 24th September, 2014. Ministry of Coal

had invited applications from Government Companies for

allotment of the coal block under Allotment Process. RRVUNL

applied for allocation of Parsa East and Kanta Basan coal

block and the coal block has been re-allotted to RRVUNL and

allotment agreement has been executed between RVUNL

and Nominated Authority on 26th March, 2015. Pursuant

to re-allotment, RRVUNL has decided to continue existing

contract with PKCL for development and operation of the

coal block.

The project commenced Mining Operations and dispatches

of Coal to Thermal Power stations of RRVUNL at the end of

March, 2013. For Financial Year 2016-17, Raw coal Production

was 8.27 MMT, Washed Coal Production was 7.41 MMT and

Washed Coal Dispatch to Thermal Power Plants of RRVUNL

was 7.33 MMT.

Domestic Coal Mining (MMT)

Adani Enterprises Limited | 25th Annual Report 2016-17

65

Kente Extension Coal Block

Rajasthan Rajya Vidyut Utpadan Nigam Limited (“RRVUNL”)

has been allocated the Kente Extension coal block at

Chhattisgarh. To undertake the MDO operations, the

Company had entered into a joint venture agreement with

RRVUNL to form Rajasthan Collieries Limited (RCL), wherein

the Company owns 74% equity interest. RRVUNL has entered

into a Coal Mining and Delivery Agreement with RCL on

3rd October, 2013. RCL as Mine Development & Operation

Contractor of Kente Extn coal block will be undertaking

the work of Mining and arranging for transportation and

delivery of Coal to RRVUNL’s Thermal Power Stations in the

State of Rajasthan. Further, RRVUNL has received allotment

letter for Kente Extn coal block on 31st March 2015. Coal

Block Development and Production Agreement (CBDPA)

was executed between Ministry of Coal and RRVUNL on

26th October 2015. Coal block is under development stage.

Parsa Coal Block

Parsa Coal Block was allocated to Chhattisgarh State Power

Generation Company Ltd. (CSPGCL). However, coal block

has been de-allocated by the Hon’ble Supreme Court vide

its judgement dated 24th September, 2014. Ministry of Coal

had invited applications from Government Companies for

allotment of the coal blocks under Allotment Process.

Pursuant to application of Rajasthan Rajya Vidyut Utpadan

Nigam Limited (“RRVUNL”) for Parsa coal block, RRVUNL

entered into an Allotment Agreement with the Ministry

of Coal on 30th March 2015. Subsequently, the Ministry of

Coal has allotted the coal block to RRVUNL vide allotment

letter dated 8th September, 2015. RRVUNL has entered into

a Coal Mining and Delivery Agreement with RCL on 24th May

2016. RCL as Mine Development & Operation Contractor

of Parsa coal block will be undertaking development of the

coal block, mining, beneficiation of coal, and arranging for

transportation and delivery of Coal to RRVUNL’s Thermal

Power Stations in the state of Rajasthan. Coal block is under

development stage.

Coal Mining in Indonesia. PT Adani Global, Indonesia a wholly-owned step down

subsidiary of the Company, has been awarded coal mining

concessions in PT Lamindo Inter Multikon and PT Mitra Niaga

Mulia (step down subsidiaries) in Bunyu island, Indonesia

from which coal is used for the captive consumption in

power projects.

The Bunyu Mines has Joint Ore Reserves Committee (JORC)

compliant resource of 269 Million Metric Tonnes (MMT) for

both the mines (i.e. combined). Production from both the

mines (combined) during the year 2016-17 has been at 4.04

Million Metric Tonnes (MMT).

Coal Mining in Australia

Our wholly owned step down subsidiaries in Australia have

100% interest in the Carmichael Coal Mine in the Galilee Basin

in Queensland, Australia. Subsequent to the receipt of the

environmental approvals, the Company has received three

individual Mining Leases with effect from 1st May, 2016 for the

Carmichael Coal Mine. Since receiving these approvals, there

have been four (4) Judicial Review challenges in State and

Federal Courts with respect to the approval decisions made

by respective authorities. One of these cases is concluded

in favour of the issuing authority and the company.

The remaining cases are on appeal, following initial judgements

in favour of the issuing authorities and the company. As at

31st March 2017, these remaining court processes are at

various stages of hearing and decision. The Company is

satisfied its environmental approvals and the mining lease

have been validly granted and will continue to vigorously

defend these challenges.

In addition to going through the approval processes, the

Company is currently updating its bankable feasibility

study and assessing its financing strategies with a target to

achieve production of coal in the FY 2021. At this time, the

Company is targeting a final investment decision in respect

for the Carmichael Coal Mine in the second half of the 2017

calendar year.

Renewable EnergyWith the macroeconomic environment favourable and

policies supportive, there has never been a more exciting

time to be involved in the renewable energy industry. To that

end we have put in place a number of initiatives to work

towards creating a more sustainable and green environment.

Our portfolio consists of grid-connected solar PV plants, solar

parks and wind farms located in different parts of India. We

provide complete access to the entire value chain in the

renewable space to the end user. Our ambition is to become

a 10,000 MW renewable energy generator by 2022.

66

The Company has commissioned a 100 MW Solar power

project in Punjab, which is the largest project in India with

Single Axis Tracking technology. The Company has also

commissioned a 48 MW Wind power project in Gujarat. With

this, the Company has now has operationalized renewable

projects of 808 MW (consisting 648 MW Solar Power

Plant in Kamuthi, Tamilnadu, 100 MW Solar Power Plant in

Bhatinda, Punjab and 60 MW Wind Energy in MP & Gujarat)

with a further pipeline of 1,264 MW of projects under various

stages of implementation across the country and the same

are estimated to be in operation during current financial

year. We also have a MOU with Rajasthan Government for

development of solar parks of capacity 10,000 MW in the

State. The Phase-I of solar park project in Badhla, Rajasthan

for 500 MW is at advance stage of development out of

which 250 MW has already auctioned by the Solar Energy

Corporation of India.

The Government of India has recently revised the national

target for solar power of 100 GW and to be achieved by

2022, triggers the demand for large scale manufacturing of

Solar PV components. The “Make in India” initiative of the

Government of India also provides necessary boost to the

local manufacturing of Solar Cells in India. The Solar mission

and Make in India initiatives are aimed at establishing

country as a solar manufacturing hub, to feed both growing

domestic industry as well as global markets.

The Company is setting up a Manufacturing facility to

produce Silicon Ingots/ wafers, Silicon Solar Cells, Modules

and support manufacturing facilities that includes EVA,

Back-sheet, Glass, Junction box and Solar cell and string

interconnect ribbon.

At this level of production, this plant will be the largest

vertically integrated producer of Ingots/Wafers, Solar Cells

and Modules in India and well supported by manufacturing

units of critical components designed to achieve maximum

efficiency in the Indian market.

This Solar PV manufacturing facility within EMC facility will

be the first to be located in an SEZ under the M-SIPS scheme.

City Gas DistributionOur City Gas Distribution (CGD) business is undertaken through

our Wholly Owned Subsidiary, Adani Gas Limited (“Adani

Gas”) to provide Piped Natural Gas (“PNG”) to household,

industrial and commercial consumers and Compressed

Natural Gas (“CNG”) for use in automobiles. Adani Gas has

set up a vast distribution network of approximately 360 km

of steel pipeline and approximately 5,000 km of polyethylene

pipelines and 70 CNG stations spread across Ahmedabad

and Vadodara in Gujarat, Faridabad in Haryana and Khurja in

Uttar Pradesh. Adani Gas is serving approx. 1033 industrial

units, 2,45,000 households and 2,112 commercial units in

these cities. AGL has achieved YoY volume growth of 5.5% in

CNG and growth of 9.4% in PNG in FY 2016-17. The growth

is mainly due to competitive pricing against substitute fuel.

For future expansion, our 50:50, Joint Venture Company

with Indian Oil Corporation Limited, namely Indian Oil-Adani

Gas Pvt. Ltd (IOAGPL) has been awarded the authorizations

for setting up CGD Network in Allahabad, Chandigarh,

Ernakulum, Daman, Paniat, Udham Singh nagar and Dharwad.

Operations in Chandigarh and Allahabad have already been

started during November and December 2016 respectively.

Projects are at various stages of implementation in other

cities.

On regulatory front, the favorable decision of Supreme Court

in IGL tariff case eliminates the regulatory uncertainty and is

very positive for CGD entities.

AgroEdible Oil and Agro-commodities tradingIn edible oil business, the Company has maintained its

leadership position with its “Fortune” brand and contributes

to lead the refined edible oil market.

The Company entered the edible oil refining business through

a 50:50 joint venture company, Adani Wilmar Limited (AWL)

with Singapore’s Wilmar group. AWL’s performance has been

outstanding during the year both in terms of revenue as well

as profitability. Revenue of the company has witnessed a

striking growth of approx. 30% on year-on-year basis. AWL

takes pride in being one of India’s Fastest Growing FMCG

companies.

AWL has continued to retain its top position in the FMCG-

ROCP segment and has secured an impressive market

share of almost 21%. In the coming years, the company will

continue to strengthen its foothold in the market with the

help of various pipeline projects. The company is firm on its

belief of embarking on research led innovations at regular

intervals. Be it the unique Rice Bran oil or the recently

introduced brand for diabetes care VIVO, both the initiatives

Adani Enterprises Limited | 25th Annual Report 2016-17

67

aim to enhance the healthy lifestyle of customers. With

the introduction of these innovative brands, the company

promises to continue to progress on the path of research

based innovative concepts.

The Go-To-Market (GTM) strategy which aims to provide a

better understanding of the existing business structure and

its relevance to new projects & identifying capability gaps

across the chain, is moving well on its path matching its steps

with the changing times. In order to make the entire chain of

business activities smooth and productive, an optimum use

of technology is made under the GTM strategy by recently

rolling out SFA and DMS technology across 40 cities in the

country. The plans are afoot to cover next 40 cities in another

three months’ time.

AWL has been felicitated by White Page International as one

of the Most Admired Brands and Business Leaders. It has also

been recognised as “Diamond Finalist” by DuPont for its Light

Weight Square Shaped edible oil bottle and 1g cap. AWL has

also been accorded with the Economic Times “Best Corporate

Brands” Award 2016 and Asia Training and Development

Excellence Award, Singapore 2016. The company’s “Fortune”

brand has been awarded Reader’s Digest Trusted Brand

Award 2016-17.

Adani Agri Fresh LtdAdani Agri Fresh Limited (AAFL), a Wholly Owned Subsidiary

of the Company has been developing integrated storage,

handling and transportation infrastructure for horticulture

produce. It has set up modern Controlled Atmosphere

storage facilities at three locations, Rewali, Sainj, and Rohru

in Shimla District of Himachal Pradesh. AAFL has also set up

a marketing network in major towns across India to cater to

the needs of wholesale, retail and organized retail customers.

AAFL which is marketing Indian fruits under the brand name

‘Farm-Pik’, has expanded its footprint in the branded fruit

segment. AAFL also imports Apple, Pear, Kiwi, Orange, Grapes

etc. from various countries for sale in India.

The production of apple during FY 17 was badly affected due

to climatic conditions and as a result, the price of apple during

the procurement season was very high. On the other hand,

apple production from Washington State and China which

contribute about 80% of India’s apple imports, witnessed

bumper production and consequently lower prices. Hence,

during the year, AAFL had consciously decided to purchase

Indian apples in a conservative manner.

During the year under review, AAFL bought 8,228 MT of

Indian apple valued ` 48.33 Crore and imported 7,352 MT of

various fruits, valued at ` 76.61 Crore. AAFL had sold 16,135

MT of domestic apple and 7,351 MT of imported fruits total

valued at ` 176.47 Crore.

Adani Agri Logistics LimitedAdani Agri Logistics Limited (AALL), a Wholly Owned

Subsidiary of the Company has entered into a service

agreement with the Food Corporation of India (FCI) and

Madhya Pradesh Warehousing and Logistics Corporation

for bulk food grains handling, storage and transportation.

The project was started in 2007 & it is now in the 10th year

of successful operations. The total storage capacity of 8.5

Lac MT food grain is spread across thirteen locations. The

implementation at two new projects for FCI is progressing as

per the plan. Recently, AALL has won agro storage project of

3 Lac MT from Punjab Grains Procurement Corporation Ltd.

Ship Fuelling The Company through its subsidiary, Adani Bunkering Pvt

Ltd (ABPL), is providing Bunkering Services (Fuel Oil and

Marine Gas Oil) to various Ocean going Vessels in India and

holds position as largest bunker suppler in India. Currently,

ABPL has physical bunkering facilities at Mundra, Hazira and

Goa with capabilities of supplying bunker fuel to the vessels

calling at any port in Gujarat & Goa. ABPL is also supplying

duty paid bunkers at other locations on back to back basis

through oil PSUs. ABPL in its endeavor to further increase

the volume continues to explore expansion possibility at

other locations in India.

Competitive Strengths and Outlook on opportunities The Company operates in a highly competitive and rapidly

changing market and has competitors in each of our major

business operations on a local, regional, national and

international level. Although barriers to entry are high in

a number of our businesses due to the costs associated

with such entry, we continue to face competition from new

entrants.

The Company continues to strengthen its position by

successfully differentiating its product and service

offerings, increasing the scale of its operations and new

acquisitions across the globe. Further, the group-wide

business transformation program aims to deliver a large

scale competitive advantage and use of technology for its

advantage.

68

The Company has a strong track record in the successful

development and execution of projects in various business

segments. Access to financing sources, partners and industry

expertise enables us to identify and value new projects

effectively, assess risks and evaluate results which provide

a significant competitive edge. We will continue to focus

on and create world class projects in each of our business

initiatives in resources, energy and agro verticals.

Risk ManagementThe Company is exposed to business risks which may

be internal as well as external. The Company has a

comprehensive risk management system in place, which

is tailored to the specific requirements of its diversified

businesses, is deployed, taking into account various factors,

such as the size and nature of the inherent risks and the

regulatory environment of the individual business segment

or operating company. The risk management system enables

it to recognize and analyze risks early and to take the

appropriate action. The senior management of the Company

regularly reviews the risk management processes of the

Company for effective risk management.

The Company is subject to risks arising from interest rate

fluctuations. The Company maintains its accounts and

reports its financial results in rupees. As such, the Company

is exposed to risks relating to exchange rate fluctuations. The

Corporate Risk Management Cell works with the businesses

to establish and monitor the specific profiles including

strategic, financial and operational risks.

We believe that our multi-location operations also allow us

to leverage the competitive advantages of each location to

enhance our competitiveness and reduce geographic and

political risks in our businesses.

Internal Control SystemsThe Company has put in place strong internal control systems

and best in class processes commensurate with its size and

scale of operations.

A well-established multidisciplinary Management Audit

& Assurance Services consists of professionally qualified

accountants, engineers and SAP experienced executives

which carries out extensive internal audits throughout

the year, cutting across all functional areas and submits

its reports to Management and Audit Committee about

risk management, compliance with internal controls and

efficiency and effectiveness of operations. Some Key

Features of the Company’s internal controls system are:

Adequate documentation of Policies & Guidelines.

Preparation & monitoring of Annual Budgets through

monthly review for all operating & service functions.

Management Audit department prepares Risk Based

Internal (RBIA) Scope with the frequency of audit being

decided by risk ratings of areas / functions. Risk based

scope is mutually accepted by various functional heads /

process owners / CEO & CFO.

The entire internal audit processes are web enabled and

managed on-line by Audit Management System (AMS).

The Company has a strong Compliance Management

System which runs on an online monitoring system.

Company has a well-defined Delegation of Power with

authority limits for approving revenue & capex expenditure.

Company uses ERP system to record data for accounting,

consolidation and management information purposes and

connects to different locations for efficient exchange of

information.

Apart from having all policies, procedures and internal

audit mechanism in place, Company periodically engages

outside experts to carry out an independent review of the

effectiveness of various business processes and invites

suggestions for process imrpovement.

Internal Audit is carried out in accordance with auditing

standards to review design effectiveness of internal

control system & procedures to manage risks, operation

of monitoring control, compliance with relevant policies &

procedure and recommend improvement in processes and

procedure.

The Audit Committee of the Board of directors regularly

reviews the adequacy & effectiveness of various components

of internal controls system, including internal audit

effectiveness and monitor implementation of internal audit

recommendations.

Business Process TransformationThe transformation program covering Operating model

re-alignments, Process refinements, Technology enablement

and Capacity building, is on track, with some interventions

Adani Enterprises Limited | 25th Annual Report 2016-17

69

already in sustenance phase while rest are near completion.

Change champions community across the group is fully

engaged in driving benefits from these transformation

initiatives and in promoting active adoption and continuous

improvements. Benefits in terms of improved process

efficiencies, better asset utilization, and enhanced service

delivery are being realized.

The transformation initiatives have also been successfully

extended to newly acquired facilities across businesses,

leveraging cross site teams and intellectual assets created

under the program. Besides, several experiments and pilots

focused at using digital and operational technologies are

being undertaken, to understand their potential in value

addition and in providing sustainable competitive advantage.

Scaling up and adoption of successful pilots shall form

agenda for next phase of transformation.

Human Resources Strategy During the year, the Company continued its journey towards

to Building Organization for current as well as future

sustainability by attracting and retaining best in class

talents. The Business Process Transformation (BPT) activities

focused on process standardization and IT enablement &

Digitization of HR Processes introduced in 2015-16 were

further strengthened. Further, Senior leadership clearly

articulated the HR priorities of the organization with high

focus on strengthening the existing practices in the areas

of performance management, Learning & Development, and

Talent Management.

The Company hires best talent available from the market

meeting its diverse requirements. The talent acquisition

process further got strengthened with higher focus on

bringing the talent with high adaptive leadership skills who

will be able to scale up and meet the future leadership

requirements of the company. Also, the best talent from the

premier business schools of the country i.e. IIMs, ISB etc..

were recruited to harness the talent for future requirements

of the organization.

As an organisation, the Company strongly believes in creating

high performance and meritocracy driven culture with

transparent reward systems. Accordingly the Performance

Management System is reviewed to bring in the simplicity

and higher engagement from the employees. Showing its

commitment towards a high empowering organization,

company actively sought feedback from all employees

in devising the future HR Strategy of the organization

and also revising the existing HR Policies and Benefits.

Interventions such as 360 degree feedback are as part of

promoting employee Respect and Dignity oriented culture

in the organization. Active communication channels were

created to ensure that employees are kept abreast about

the interventions taken up and also to create inclusive

partnership for institutionalizing transformed HR processes.

Taking Learning & Development efforts to the next level,

Company has partnered with the world’s premier business

school for imparting leadership capability in employees

through highly focused leadership development programme.

A lot of focus is being given to enhance people capability

through a comprehensive Learning & Development

management philosophy which includes Self Learning

modules, Behavioral, Functional / Domain and Business

related trainings covering employees across levels.

Cautionary NoteStatements in the Management Discussion and Analysis

describing the Company’s objectives, projections, estimates,

expectations and others may constitute “forward-looking

statements” within the meaning of applicable securities

laws and regulations. Actual results may differ from

those expressed or implied. Several factors that could

significantly impact the Company’s operations include

economic conditions affecting demand, supply and price

conditions in the domestic and overseas markets, changes

in the Government regulations, tax laws and other statutes,

climatic conditions and such incidental factors over which

the Company does not have any direct control.

The Company undertakes no obligation to publicly update or

revise any forward-looking statements, whether as a result of

new information, future events, or otherwise.

*******************

70

1. Company’s philosophy on code of governanceCorporate Governance is based on the principles of

integrity, fairness, equity, transparency, accountability and

commitment to values. The Company continues to focus on

good Corporate Governance, in line with the best practices

in the areas of Corporate Governance. We are firm in the

belief that Corporate Governance means commitment

for achievement of value based growth and meeting the

commitment within the predefined time frame without

compromising with ethical standards, set paradigms,

transparency in transactions and fixing of accountability.

Courage, Trust and Commitment are the main tenents of our

Corporate Governance Philosophy -

Courage: we shall embrace new ideas and businesses.

Take calculated risks in pursuing new and big business

opportunities.

Trust: we shall believe in our employees and other

stakeholders.

Commitment: we shall standby our promises and adhere to

high standards of business.

The Company is in compliance with the conditions of

corporate governance as required under the SEBI (Listing

Obligations and Disclosures Requirements) Regulations,

2015 (“SEBI Listing Regulations”), as applicable.

2. Board of DirectorsThe “Board”, being the trustee of the Company, responsible

for the establishment of cultural, ethical and accountable

growth of the Company, is constituted with a high level of

integrated, knowledgeable and committed professionals. The

Board provides strategic guidance and independent views

to the Company’s senior management while discharging its

fiduciary responsibilities.

a) Composition of the Board:

The Company has a balanced board with optimum

combination of Executive and Non-Executive Directors,

including independent professionals, which plays a crucial

role in Board processes and provides independent judgment

on issues of strategy and performance. The Board currently

comprises 10 (Ten) Directors out of which 4 (Four) Directors

(40%) are Executive Directors, 1 (One) is Non-Executive, Non-

Independent Director and remaining 5 (Five) are Independent

Directors. Independent Directors are non-executive directors

as defined under Regulation 16(1)(b) of the SEBI Listing

Regulations. The maximum tenure of the Independent

Directors is in compliance with the Companies Act, 2013.

All the Independent Directors have confirmed that they meet

the criteria as mentioned under regulation 16(1)(b) of the SEBI

Listing Regulations and Section 149 of the Companies Act,

2013. The present strength of the Board reflects judicious

mix of professionalism, competence and sound knowledge

which enables the Board to provide effective leadership to

the Company.

None of the Directors on the Company’s Board is a Member of

more than 10 (ten) Committees and Chairman of more than

5 (five) Committees (Committees being, Audit Committee

and Stakeholders’ Relationship Committee) across all the

companies in which he/she is a Director. All the Directors

have made necessary disclosures regarding Committee

positions held by them in other companies and do not hold

the office of Director in more than 10 (ten) public companies

as on 31st March, 2017.

The composition of the Board is in conformity with the

Regulation 17 of the SEBI Listing Regulations.

Annexure to the Directors’ Report

CORPORATE GOVERNANCE REPORT

Adani Enterprises Limited | 25th Annual Report 2016-17

71

The composition of the Board of Directors and the number of Directorships and Committee positions held by them as on

31st March, 2017 are as under:

Name and Designation (DIN) of Director Category No. of other Directorships

held1

(Other than AEL)

No. of Board Committees2 (other than AEL) in which Chairman /

Member

Chairman Member

Mr. Gautam S. Adani Executive Chairman (DIN: 00006273)

Promoter Executive

4 - -

Mr. Rajesh S. Adani Managing Director (DIN: 00006322)

Promoter Executive

7 3 6

Mr. Pranav Adani Director (DIN: 00008457)

Promoter Executive

7 2 -

Mr. Vasant S. AdaniDirector(DIN: 00006356)

Non Executive - - -

Mr. Ameet H. Desai Executive Director & CFO (DIN: 00007116)

Executive Director

5 - -

Mr. Anil AhujaDirector(DIN: 00759440)

Non Executive (Independent)

- - -

Mr. Berjis DesaiDirector(DIN: 00153675)

Non Executive (Independent)

9 2 6

Mr. Hemant M. NerurkarDirector(DIN: 00265887)

Non Executive (Independent)

7 2 2

Mr. V. Subramanian4 Director(DIN: 00357727)

Non Executive (Independent)

7 - 4

Mrs. Vijaylaxmi Joshi5 Director(DIN: 00032055)

Non Executive (Independent)

- - -

Notes :

1. The Directorships held by the Directors, as mentioned above excludes alternate directorships, directorships in foreign

companies, Companies under Section 8 of the Companies Act, 2013 and Private Limited Companies, which are not the

subsidiaries of Public Limited Companies.

2. Represents Membership / Chairmanship of two Committees viz. Audit Committee and Stakeholders’ Relationship Committee

as per Regulation 26 of the SEBI Listing Regulations.

3. As on 31st March, 2017, none of the Directors of the Company were related to each other except Mr. Rajesh S. Adani,

Managing Director and Mr. Vasant S. Adani, Director being brothers of Mr. Gautam S. Adani, Chairman.

4. Mr. V. Subramanian was appointed as an Additional Director of the Company w.e.f. 22nd August, 2016.

5. Mrs. Vijaylaxmi Joshi was appointed as an Additional Director of the Company w.e.f. 2nd December, 2016.

6. Ms. Dharmishta N. Rawal and Dr. Ravindra Dholakia resigned as directors of the Company w.e.f. 25th April, 2016 and

24th May, 2016 respectively due to their pre-occupation.

72

Board Meetings and Procedure

The internal guidelines for Board / Committee meetings

facilitate the decision making process at the meetings of the

Board/Committees in an informed and efficient manner.

Board Meetings are governed by structured agenda. All major

agenda items are backed by comprehensive background

information to enable the Board to take informed decisions.

The Company Secretary in consultation with the Senior

Management prepares the detailed agenda for the meetings.

Agenda papers and Notes on Agenda are circulated to the

Directors, in advance, in the defined Agenda format. All

material informations are being circulated along with Agenda

papers for facilitating meaningful and focused discussions

at the meeting. Where it is not practicable to attach any

document to the Agenda, the same is tabled before the

meeting with specific reference to this effect in the Agenda.

In special and exceptional circumstances, additional or

supplementary item(s) on the Agenda are permitted. In

order to transact some urgent business, which may come up

after circulation agenda papers, the same is placed before

the Board by way of Table Agenda or Chairman’s Agenda.

Frequent and detailed deliberation on the agenda provides

the strategic roadmap for the future growth of the Company.

Minimum 4 (four) pre-scheduled Board meetings are held

every year. Apart from the above, additional Board meetings

are convened by giving appropriate notice to address the

specific needs of the Company. In case of business exigencies

or urgency of matters, resolutions are also passed by way of

circulation. The meetings are usually held at the Company’s

Registered Office at Adani House, Near Mithakhali Six Roads,

Navranpura, Ahmedabad – 380 009, Gujarat.

Detailed presentations are made at the Board / Committee

meetings covering Finance, major business segments and

operations of the Company, global business environment,

all business areas of the Company including business

opportunities, business strategy and the risk management

practices before taking on record the quarterly / half yearly /

annual financial results of the Company.

The required information as enumerated in Part A of Schedule

II to SEBI Listing Regulations is made available to the Board

of Directors for discussions and consideration at every Board

Meetings. The Board periodically reviews compliance reports

of all laws applicable to the Company as required under

Regulation 17(3) of the SEBI Listing Regulations.

The important decisions taken at the Board / Committee

meetings are communicated to departments concerned

promptly. Action taken report on the decisions taken at the

meeting(s) is placed at the immediately succeeding meeting

of the Board / Committee for noting by the Board / Committee.

4 (Four) Board Meetings were held during the financial year

2016-17. The Company has held at least one Board meeting

in every quarter and the gap between two meetings did not

exceed one hundred and twenty days. The necessary quorum

was present in all the meetings. Leave of absence was

granted to the concerned directors who could not attend the

respective board meeting on request. The dates on which the

Board Meetings were held during FY 2016-17 are as follows:

4th May, 2016, 10th August, 2016, 24th October, 2016 and

14th February, 2017.

The Companies Act, 2013 read with the relevant rules made

thereunder, now facilitates the participation of a Director

in Board/Committee Meetings through video conferencing

or other audio visual mode. Accordingly, the option to

participate in the Meeting through video conferencing was

made available for the Directors except in respect of such

Meetings/Items which are not permitted to be transacted

through video conferencing.

Adani Enterprises Limited | 25th Annual Report 2016-17

73

The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director Number of Board Meetings held and attended during FY 2016-17

Attended Last AGM

Held during the tenure

Attended

Mr. Gautam S. Adani 4 4 YesMr. Rajesh S. Adani 4 4 YesMr. Pranav Adani 4 4 YesMr. Vasant S. Adani 4 4 YesMr. Ameet H. Desai 4 4 YesMr. Anil Ahuja 4 4 YesMr. Berjis Desai 4 2 NoMr. Hemant Nerurkar 4 4 YesMr. V. Subramanian1 2 2 N.A.Mrs. Vijaylakshmi Joshi2 1 1 N.A.Dr. Ravindra H. Dholakia3 1 1 N.A.

1. Appointed as an Additional Director of the Company w.e.f. 22nd August, 2016.

2. Appointed as an Additional Director of the Company w.e.f. 2nd December, 2016.

3. Resigned as Director of the Company w.e.f. 24th May, 2016.

4. Ms. Dharmishta N. Rawal Resigned as Director of the Company w.e.f. 25th April, 2016.

Notes on Directors appointment / re-appointmentBrief resume(s) of the Directors proposed to be appointed /

re-appointed are given in the Explanatory Statement annexed

to the Notice convening the Annual General Meeting.

3. Committees of the BoardThe Board Committees play a vital role in ensuring sound

Corporate Governance practices. The Committees are

constituted to handle specific activities and ensure speedy

resolution of the diverse matters. The Board Committees

are set up under the formal approval of the Board to carry

out clearly defined roles under which are considered to

be performed by members of the Board, as a part of good

governance practice. The Board supervises the execution

of its responsibilities by the Committees and is responsible

for their action. The minutes of the meetings of all the

Committees are placed before the Board for review. As on

date the Board has established the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders’ Relationship Committee

D. Corporate Social Responsibility Committee

E. Risk Management Committee

F. Securities Transfer Committee

A. Audit CommitteeThe Audit Committee acts as a link among the Management,

the Statutory Auditors, Internal Auditors and the Board of

Directors to oversee the financial reporting process of the

Company. The Committee’s purpose is to oversee the quality

and integrity of accounting, auditing and financial reporting

process including review of the internal audit reports and

action taken report.

Terms of Reference:

The powers, role and terms of reference of the Audit

Committee covers the areas as contemplated under SEBI

Listing Regulations and Section 177 of the Companies Act,

2013. The brief terms of reference of Audit Committee are

as under:

1. Oversight of the Company’s financial reporting process

and the disclosure of its financial information to ensure

that the financial statement is correct, sufficient and

credible;

2. Recommendation for appointment, remuneration and

terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other

services rendered by the Statutory Auditors;

74

4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to;

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Section 134(3)(c) of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by the management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions

g) Modified opinion(s) in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the Auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, the performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the

department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. Reviewing financial statements, in particular the investments made by the Company’s unlisted subsidiaries.

Review of Information by Audit Committee:1. The Management discussion and analysis of financial

condition and results of operations;

2. Statement of significant related party transactions submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

6. Statement of deviations : a) quarterly statement of deviation(s) including report of

monitoring agency, if applicable, submitted to stock exchange(s).

b) annual statement of funds utilized for purposes other

than those stated in the offer document / prospectus

/ notice.

Adani Enterprises Limited | 25th Annual Report 2016-17

75

Meetings, Attendance & Composition of the Audit CommitteeDuring the FY 2016-17, four meetings of the Audit Committee were held on 4th May, 2016, 9th August, 2016,

24th October, 2016 and 14th February, 2017. The intervening gap between two meetings did not exceed four months.

All members of the Audit Committee have accounting and

financial management knowledge and expertise / exposure.

The Audit Committee meetings are attended by the Internal

Auditors, Statutory Auditors, Chief Financial Officer and

head of finance.

Mr. Jatin Jalundhwala, Company Secretary and Compliance

Officer act as a Secretary of the Committee. The Chairman

of the Audit Committee attended the last Annual General

Meeting (AGM) held on 10th August, 2016 to answer

shareholders’ queries.

B. Nomination and Remuneration CommitteeThe constitution and terms of reference of Nomination and

Remuneration Committee of the Company are in compliance

with provisions of Companies Act, 2013 and the SEBI Listing

Regulations.

Terms of reference:

1. Formulation of the criteria for determining qualifications,

positive attributes and independence of a director

and recommend to the Board a policy, relating to the

remuneration of the directors, key managerial personnel

and other employees;

2. Formulation of criteria for evaluation of Independent

Directors and the Board of directors;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors

and who may be appointed in senior management in

accordance with the criteria laid down, and recommend

to the Board their appointment and removal and shall

carry out evaluation of every director’s performance.

5. To extend or continue the term of appointment of

the independent director, on the basis of the report of

performance evaluation of independent directors.

6. To recommend / review remuneration of the Managing

Director(s) and Whole-time Director(s) based on their

performance and defined assessment criteria.

7. To carry out any other function as is mandated by the

Board from time to time and / or enforced by any statutory

notification, amendment or modification, as may be

applicable.

8. To perform such other functions as may be necessary or

appropriate for the performance of its duties..

Meeting, Attendance & Composition of the Nomination and

Remuneration Committee

During FY 2016-17, one meeting of the Nomination and

Remuneration Committee was held on 22nd August, 2016.

The details of the Audit Committee meetings attended by its members as on 31st March, 2017 are given below:

Sr.

No

Name Designation(s) Category Number of meetings held

during FY 2016-17

Held during

the tenure

Attended

1 Mr. Hemant Nerurkar1 Chairman Non-Executive & Independent Director 4 4

2 Mr. Ameet H. Desai Member Executive Director 4 4

3 Mr. Anil Ahuja Member Non-Executive & Independent Director 4 4

4 Mr. V. Subramanian2 Member Non-Executive & Independent Director 2 2

5 Dr. Ravindra H. Dholakia3 Chairman

(upto 04.05.2016)

Non-Executive & Independent Director 1 1

1. Designated as Chairman of the Audit Committee w.e.f. 4th May, 2016.

2. Appointed as Member of the Audit Committee w.e.f. 24th October, 2016.

3. Resigned as Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as Member of the Audit Committee

with effect from the said date.

76

The details of the Nomination and Remuneration Committee meeting attended by its members as on 31st March, 2017 are given below:

Sr.

No

Name Designation(s) Category Number of meetings held

during FY 2016-17

Held during

the tenure

Attended

1. Mr. Hemant M.Nerurkar1 Chairman Non-Executive & Independent Director 1 1

2. Mr. Anil Ahuja Member Non-Executive & Independent Director 1 -

3. Mr. Vasant S. Adani2 Member Non-Executive & Non-Independent Director 1 1

4. Mr. V. Subramanian3 Member Non-Executive & Independent Director N.A. N.A.

4. Dr. Ravindra H. Dholakia4 Chairman (upto

04.05.2016)

Non-Executive & Independent Director N.A. N.A.

1. Appointed as Chairman of the Nomination and Remuneration Committee w.e.f. 4th May, 2016.

2. Appointed as Member of the Nomination and Remuneration Committee w.e.f. 4th May, 2016.

3. Appointed as Member of the Nomination and Remuneration Committee w.e.f. 24th October, 2016.

4. Resigned as a Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as Member of the Nomination and

Remuneration Committee with effect from the said date.

The Quorum of the Committee is of two members.

The Board of Directors review the Minutes of the Nomination

& Remuneration Committee Meetings at its subsequent

Board Meetings.

The Company Secretary acts as a Secretary to the Committee.

Remuneration Policy

The remuneration policy of the Company is directed towards

rewarding performance, based on review of achievements

on a periodic basis. The Company endeavours to attract,

retain, develop and motivate the high-calibre executives and

to incentivize them to develop and implement the Group’s

Strategy, thereby enhancing the business value and maintain

a high performance workforce. The policy ensures that the

level and composition of remuneration of the Directors is

optimum.

i) Remuneration to Non-Executive Directors

The remuneration by way of commission to the non-executive

directors is decided by the Board of Directors and paid to

them based on their participation and contribution in the

affairs of the Company as well as the valuable time spent on

Company’s matters. The Members had at the Annual General

Meeting held on 11th August, 2015 approved the payment of

remuneration by way of commission to the Non-Executive

directors other than promoter directors of the Company, of

a sum not exceeding 1% per annum of the net profits of the

Company, calculated in accordance with the provisions of

the Act for a period of 5 years commencing 1st April, 2015.

In addition to commission, Non-Executive Directors are

paid ` 20,000/- as sitting fees and actual reimbursement of

expenses incurred for attending each meeting of the Board

and Committee.

The Company has also taken a Directors’ & Officers’ Liability

Insurance Policy.

The Executive and Promoter group Directors are not being

paid sitting fees for attending meetings of the Board of

Directors and its committees. Other than sitting fees and

commission paid to Non-Executive Directors, there were no

pecuniary relationships or transactions by the Company with

any of the Non-Executive and Independent Directors of the

Company. The Company has not granted stock options to

Non-Executive and Independent Directors.

Adani Enterprises Limited | 25th Annual Report 2016-17

77

No remuneration has been paid to one Non-executive and

Non-independent Director of Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent

directors is determined by the Nomination and

Remuneration Committee. An indicative list of factors that

may be evaluated include participation and contribution by

a director, commitment, effective deployment of knowledge

and expertise, effective management of relationship with

stakeholders, integrity and maintenance of confidentiality

and independence of behavior and judgement.

ii) Remuneration to Executive Directors.

The remuneration of the Executive Directors is recommended

by the Nomination and Remuneration Committee based

on criteria such as industry benchmarks, the Company’s

performance vis-à-vis the industry, responsibilities

shouldered, performance/track record, macro economic

review on remuneration packages of heads of other

organisations and is decided by the Board of Directors.

The Company pays remuneration by way of salary, perquisites

and allowances (fixed component), incentive remuneration

and/or commission (variable components) to its Executive

Directors within the limits prescribed under the Companies

Act, 2013 and approved by the shareholders.

There is no separate provision for payment of severance fees

under the resolutions governing the appointment of Executive

Chairman, Managing Director and Executive Director.

The Company has not granted stock options to the Managing

/ Executive Directors or Employees of the Company.

The aforesaid Executive Directors, so long as they function as

such shall not be entitled to any sitting fees for attending any

meetings of Board or Committees thereof.

The details of sitting fees and commission paid to Non Executive and Independent Directors for the Financial Year 2016-17 are as under:

(H In Lacs)

Name of the Directors Sitting Fees paid during FY 2016-17 Commission Total No. of Shares held as on

31st March, 2017Board Meeting Committee Meeting

Mr. Anil Ahuja 0.80 0.80 Nil 1.60 Nil

Mr. Berjis Desai 0.40 N.A. 12.00 12.40 Nil

Mr. Hemant M. Nerurkar 0.80 1.20 12.00 14.00 Nil

Mr. V. Subramanian1 0.40 0.60 7.30 8.30 Nil

Mrs. Vijaylaxmi Joshi2 0.20 N.A. 4.00 4.20 Nil

Dr. Ravindra H. Dholakia3 0.20 0.40 1.80 2.40 Nil

1. Appointed as an Additional Director of the Company w.e.f. 22th August, 2016.

2. Appointed as an Additional Director of the Company w.e.f. 2th December, 2016.

3. Resigned as Director of the Company w.e.f. 24th May, 2016.

Details of the remuneration paid / payable to the Executive Directors of the Company during the financial year 2016-17 are as

under: (H in Crore)

Name & Designation of Directors Salary Perquisites &

Allowances

Commission* Total

Mr. Gautam S. Adani, Executive Chairman 1.73 0.29 -- 2.02

Mr. Rajesh S. Adani, Managing Director 2.63 0.70 1.00 4.33

Mr. Pranav V. Adani, Director 0.91 1.59 0.50 3.00

Mr. Ameet H. Desai, Executive Director & CFO 2.38 8.44 -- 10.82

* Payable in FY 2017-18

78

C. Stakeholders’ Relationship CommitteeThe constitution and terms of reference of Stakeholders’

Relationship Committee of the Company are in compliance with

provisions of Companies Act, 2013 and SEBI Listing Regulations.

Terms of Reference:

1. Oversee and review all matters connected with the

transfer of the Company’s securities.

2. Monitor redressal of investors’ / shareholders’ / security

holders’ grievances.

3. Oversee the performance of the Company’s Registrar and

Transfer Agents.

4. Recommend methods to upgrade the standard of services

to investors.

5. Carry out any other function as is referred by the Board

from time to time or enforced by any statutory notification

/ amendment or modification as may be applicable.

As a part of good corporate governance practice, the

Company places before the committee a certificate of

Practicing Company Secretary certifying the details of

complaints received and their disposal during the quarter.

Composition, Meetings and Attendance of Stakeholders’

Relationship Committee

During the FY 2016-17, four meetings of the said

Committee were held on 4th May, 2016, 9th August, 2016,

24th October, 2016 and 14th February, 2017.

The Company Secretary is the Compliance Officer of the

Company as per requirements of the SEBI Listing Regulations.

The Minutes of the Shareholders’ Relationship Committee

are reviewed by the Board of Directors at the subsequent

Board Meeting.

Redressal of Investor GrievancesThe Company and its Registrar and Share Transfer Agent

addresses all complaints, suggestions and grievances

expeditiously and replies are sent usually within 7-10

days except in case of dispute over facts or other legal

impediments and procedural issues. The Company

endeavours to implement suggestions as and when received

from the investors.

During the year under review, a total of 6 (six) investors’

complaints / correspondences were received and resolved.

There was no unattended or pending investor grievance as

on 31st March, 2017.

D. Corporate Social Responsibility (“CSR”) CommitteeThe Company has constituted a CSR Committee as required

under Section 135 of the Companies Act, 2013 and rules

framed there under.

Terms of reference of the Committee, interalia, includes the

following:

1. To formulate and recommend to the Board, a Corporate

Social Responsibility Policy which shall indicate the

activities to be undertaken by the Company as specified

in Schedule VII of the Companies Act, 2013 and rules

made there under;

2. To recommend the amount of expenditure to be incurred

on the CSR activities.

The details of the Stakeholders’ Relationship Committee meetings attended by its members as on 31st March, 2017 are given

below:

Sr.

No

Name Designation(s) Category Number of meetings held

during FY 2016-17

Held during

the tenure

Attended

1. Mr. Vasant S. Adani Chairman Non-Executive 4 4

2. Mr. Ameet H. Desai Member Executive Director 4 4

3. Mr. V. Subramanian1 Member Independent, Non-Executive 1 1

4. Dr. Ravindra H. Dholakia2 Member Independent, Non-Executive 1 1

1. Appointed as Member of the Stakeholders’ Relationship Committee w.e.f. 24th October, 2016.

2. Resigned as Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as Member of the Stakeholders’

Relationship Committee with effect from the said date.

Adani Enterprises Limited | 25th Annual Report 2016-17

79

3. To monitor the implementation of framework of CSR

Policy.

4. To carry out any other function as is mandated by the

Board from time to time and/or enforced by any statutory

notification, amendment or modification as may be

applicable or as may be necessary or appropriate for

performance of its duties.

CSR Policy

The CSR Policy of the Company is available on its website

http://www.adanienterprises.com/investors/investor-

download.

Composition, Meetings and Attendance of CSR Committee

During the year under review, one CSR Committee Meeting

was held on 4th May, 2016.

The Quorum of the Committee is of two members.

The Board of Directors review the Minutes of the CSR

Committee Meetings at subsequent Board Meetings.

The Company Secretary acts as a Secretary to the Committee.

E. Risk Management Committee:The Risk Management Committee of the Company is

constituted in line with the provisions of Regulation 21 of the

SEBI Listing Regulations.

The Committee is required to lay down the procedures

to inform to the Board about the risk assessment and

minimization procedures and the Board shall be responsible

for framing, implementing and monitoring the risk

management plan of the Company.

Composition, Meetings and Attendance of Risk Management CommitteeDuring the year under review, one Risk Management

Committee Meeting was held on 14th February, 2017.

The details of the CSR Committee meetings attended by its members during FY 2016-17 are given below:

Sr.

No

Name Designation(s) Category Number of meetings held during

FY 2016-17

Held Attended

1. Mr. Rajesh S. Adani Chairman Executive Promoter 1 1

2. Mr. Vasant S. Adani Member Non-Executive 1 1

3. Mr. Hemant M. Nerurkar Member Independent, Non-Executive 1 1

The details of the Risk Management Committee meeting attended by its members as are given below:

Sr. No

Name Designation(s) Category Number of meetings held during FY 2016-17

Held Attended1. Mr. Rajesh S. Adani Chairman Executive Promoter 1 12. Mr. Ameet H. Desai Member Executive Director 1 13. Mr. Vinay Prakash Member - 1 1

1. Dr. Ravindra H. Dholakia resigned as Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as a Member

of the Risk Management Committee with effect from the said date.

The Company has a risk management framework to identify,

monitor and minimize risks.

The Quorum of the Committee is of two members.

The Board of Directors review the Minutes of the Risk

Management Committee Meetings at subsequent Board

Meetings.

The Company Secretary acts as a Secretary to the Committee.

F. Securities Transfer CommitteeIn order to provide efficient and timely services to investors,

the Board of Directors has delegated the power of approving

transfer/transmission of Company’s Securities, issue of

duplicate share / debenture certificates, split up / sub-division,

and consolidation of shares, issue of new certificates on

re-materialization, sub-division and other related formalities

to the Securities Transfer Committee.

No requests for transfers of any Securities are pending as

on 31st March, 2017 except those that are disputed and / or

sub-judiced.

80

Whistle Blower Policy:The Company has adopted a whistle blower policy and has

established the necessary vigil mechanism for employees and

directors to report concerns about unethical behaviour. No

person has been denied access to the chairman of the audit

committee. The said policy is uploaded on the website of

the Company at http://www.adanienterprises.com/investors/

investor-download. During the year under review, there were

no cases of whistle blower.

Investor ServicesM/s Sharepro Services (India) Private Limited acted as a

Registrar & Share Transfer Agent of the Company upto

19th June, 2016, thereafter pursuant to SEBI Ex Parte-

Ad-Interim Order No. WTM/RKA/MIRSD2/41/2016 dated

22nd March, 2016, the Company has appointed M/s. Link

Intime India Private Limited as its Registrar & Share Transfer

Agent in place of Sharepro Services (India) Private Limited

w.e.f. 20th June, 2016. They have adequate infrastructure

and VSAT connectivity with both the depositories, which

facilitate better and faster services to the investors.

a) Name, Designation and Address of the Compliance Officer:Mr. Jatin JalundhwalaCompany Secretary and Compliance Officer

Adani Enterprises Limited“Adani House”, Near Mithakhali Six Roads, Navarangpura,

Ahmedabad – 380 009, Gujarat, India,

Tel No. ; (079) 25555 555, 26565 555

Fax No. : (079) 26565 500, 25555 500,

E-mail ID : [email protected]

Whether special resolutions were put through postal ballot last year, details of voting pattern: No

Whether any resolutions are proposed to be conducted through postal ballot: No Resolution is proposed to be

passed by way of Postal Ballot at the ensuing Annual General

Meeting.

Procedure for postal ballot:Prescribed procedure for postal ballot as per the provisions

contained in this behalf in the Companies Act, 2013 read

with rules made there under as amended from time to time

shall be complied with whenever necessary.

5. Subsidiary CompaniesThe Company does not have any material non-listed Indian

Subsidiary, and hence, is not required to nominate an

Independent Director of the Company on the Board of any

subsidiary. The subsidiaries of the Company function with

an adequately empowered Board of Directors and sufficient

resources.

For more effective governance, the Company monitors

performance of subsidiary companies, interalia, by following

means:

a) Financial statements, in particular investments made by

unlisted subsidiary companies, are reviewed quarterly by

the Company’s Audit Committee.

b) Minutes of unlisted subsidiary companies are placed

before the Board of the Company regularly.

c) A statement, wherever applicable, of all significant

transactions and arrangements entered into by the

Company’s subsidiaries is presented to the Board of the

Company at its meetings.

The risk factors and project reports of the Subsidiary

Companies are also reviewed by the Audit Committee of the

Company.

The Company has a policy for determining ‘material subsidiaries’

which is uploaded on the website of the Company at

http://www.adanienterprises.com/investors/investor-download.

4. Annual General Meetings Location, day, date and time of Annual General Meetings (AGMs) and Special Resolutions passed thereat:

Financial Year

Day & Date Location of Meeting Time No. of Special resolutions passed

2013-14 Saturday,

9th August, 2014

J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram

Sarabhai Marg, Ahmedabad – 380 015.

11:00 a.m. 11

2014-15 Tuesday,

11th August, 2015

J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram

Sarabhai Marg, Ahmedabad – 380 015.

11:30 a.m. 6

2015-16 Wednesday,

10th August, 2016

J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram

Sarabhai Marg, Ahmedabad – 380 015.

11:30 a.m. 3

Adani Enterprises Limited | 25th Annual Report 2016-17

81

6. Dividend History (Equity Shares)

Financial Year Rate Per Share (H) Dividend Payout (H in Crore)#

2007-08 60% 0.60 17.30

2008-09 100% 1.00 28.85

2009-10* 100% 1.00 58.27

2010-11 100% 1.00 128.25

2011-12 100% 1.00 127.82

2012-13 140% 1.40 154.96

2013-14 140% 1.40 153.97

2014-15 140% 1.40 159.15

2015-16 (Interim) 40% 0.40 44.07

2016-17^ 40% 0.40 52.95 (Proposed)

* Bonus issue in proportion of 1 : 1 # Including dividend tax

^ subject to approval of shareholders.

7. Other Disclosuresa) Disclosure on materially significant related party

transactions: There were no materially significant Related Party

Transactions and pecuniary transactions that may have

potential conflict with the interest of the Company

at large. The details of Related Party Transactions are

disclosed in financial section of this Annual Report.

The Company has developed a policy on materiality of

Related Party Transactions and also on dealing with

Related Party Transactions.

The Company has developed a Related Party Transaction

Policy which is uploaded on the website of the Company

at http://www.adanienterprises.com/investors/investor-

download.

b) In the preparation of the financial statements, the

Company has followed the accounting policies and

practices as prescribed in the Accounting Standards.

c) Details of compliance The Company has complied with all the requirements

of the Stock Exchanges as well as the regulations and

guidelines prescribed by the Securities and Exchange

Board of India (SEBI). There were no penalties or strictures

imposed on the Company by Stock Exchanges or SEBI or

any statutory authority on any matter related to capital

markets during the last three years.

d) ADANI Code of Conduct The ADANI Code of Conduct for the Directors and Senior

Management of the Company has been laid down by

the Board and the same is posted on the website of the

Company.

A declaration signed by the Managing Director affirming

the compliance with the ADANI Code of Conduct by the

Board Members and Senior Management Personnel of

the Company is as under:

Declaration as required under SEBI (Listing Obligations

and Disclosure requirements) Regulations, 2015

All Directors and senior management of the Company

have affirmed compliance with the ADANI Code of

Conduct for the financial year ended 31st March, 2017.

Place: Ahmedabad Rajesh S. Adani

Date : 24th May, 2017 Managing Director

Adani Code of Conduct for Prevention of Insider TradingADANI Code of Conduct for Prevention of Insider Trading,

as approved by the Board of Directors, interalia, prohibits

purchase / sale of securities of the Company by Directors and

employees while in possession of unpublished price sensitive

information in relation to the Company.

e) CEO / CFO Certificate The CEO and CFO have certified to the board with

regard to the financial statements and other matters as

required by the SEBI Listing Regulations. The certificate

is appended as an Annexure to this report.

They have also provided quarterly certificates on financial

results while placing the same before the Board pursuant

to Regulation 33 of the SEBI Listing Regulations.

82

f) Proceeds from public issues, rights issues, preferential issues etc.

The Company discloses to the Audit Committee, the

uses / application of proceeds /funds raised from Rights

Issue, Preferential Issue as part of the quarterly review of

financial results.

g) The designated Senior Management Personnel of the

Company have disclosed to the Board that no material,

financial and commercial transactions have been made

during the year under review in which they have personal

interest, which may have a potential conflict with the

interest of the Company at large.

h) The Company has adopted Material Events Policy which

is uploaded on the website of the Company at http://

www.adanienterprises.com/investors/investor-download.

i) Details of the familiarization programmes imparted to the

independent directors are available on the website of the

company at http://www.adanienterprises.com/investors/

investor-download.

j) With a view to regulate trading in securities by the

directors and designated employees, the Company has

adopted a Code of Conduct for Prohibition of Insider

Trading.

k) The company has put in place succession plan for

appointment to the Board and to senior management.

l) The Company has complied with all the mandatory

requirements specified in Regulations 17 to 27 and clauses

(b) to (i) of sub – regulation (2) of Regulation 46 of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. It has obtained a certificate affirming

the compliances from Statutory Auditors and the same is

attached to this Report.

m) As required under Regulation 36(3) of the SEBI

Listing Regulations, particulars of Director seeking

re-appointment at the forthcoming AGM are given herein

and in the Annexure to the Notice of the 25th AGM to be

held on 9th August, 2017.

8. Means of Communication

a) Financial Results: The quarterly/half-yearly and annual results of the

Company are normally published in the Indian Express

(English) and Financial Express (a regional daily published

from Gujarat). These results are not sent individually

to the shareholders but are put on the website of the

Company.

The quarterly/half-yearly and annual results and other

official news releases are displayed on the website of the

Company – www.adanienterprises.com shortly after its

submission to the Stock Exchanges.

b) Intimation to Stock Exchanges: The Company also regularly intimates to the Stock

Exchanges all price sensitive and other information

which are material and relevant to the investors.

c) Earnings Calls and Presentations to Analysts: At the end of each quarter, the Company organizes

meetings / conference call with analysts and investors

and the presentations made to analysts and transcripts

of earnings call are uploaded on the website thereafter.

9. General Shareholder Information

A. Company Registration Details:The Company is registered in the State of Gujarat, India.

The Corporate Identity Number (CIN) allotted to the

Company by the Ministry of Corporate Affairs (MCA) is

L51100GJ1993PLC019067.

B. Annual General Meeting:Day and

Date

Time Venue

Wednesday,

9th August,

2017

10.30

a.m.

J.B. Auditorium, Ahmedabad

Management Association, AMA

Complex, ATIRA, Dr. Vikram

Sarabhai Marg, Ahmedabad –

380 015

C. Registered Office:“Adani House”, Near Mithakhali Six Roads, Navrangpura,

Ahmedabad – 380009, Gujarat.

D. Financial Calendar for 2017-18: (tentative schedule, subject to change)

Period Approval of Quarterly

results

Quarter ending 30th June, 2017. Mid August, 2017

Quarter and half year ending 30th

September, 2017.

Mid November, 2017

Quarter ending 31st December,

2017.

Mid February, 2018

The year ending 31st March, 2018. End May, 2018

Adani Enterprises Limited | 25th Annual Report 2016-17

83

E. Date of Book Closure:Wednesday, 2nd August, 2017 to Wednesday, 9th August, 2017

(both days inclusive) for the purpose of 25th Annual General

Meeting.

F. Dividend Payment Final dividend of ` 0.40 per share (40%) will be paid on or

after Saturday, 12th August, 2017, if approved by the members

in the ensuing Annual General Meeting.

G. Dividend Policy:As per Regulation 43A of the SEBI Listing Regulations,

the top 500 listed companies shall formulate a dividend

distribution policy. Accordingly, the policy was adopted to

set out the parameters and circumstances that will be taken

into account by the Board in determining the distribution of

dividend to its shareholders and/or retaining profits earned

by the Company. The Dividend Distribution Policy of the

Company is available on the website of the Company at

http://www.adanienterprises.com/investors/investordownload.

H. Listing on Stock Exchanges:(a) The Equity Shares of the Company are listed with the

following stock exchanges

BSE Limited (BSE)P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

(Stock Code : 512599)

National Stock Exchange of India Limited (NSE)“Exchange Plaza”, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051.

(Stock Code : ADANIENT)

(b) Depositories :

1 National Securities Depository Limited (NSDL)Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013.

2 Central Depository Services (India) Limited (CDSL)Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai – 400 023.

The Shares of the Company are traded compulsorily in Demat Segments. The ISIN allotted to the Company’s Equity Shares under the depository system is INE423A01024.

Annual Listing fee has been paid to the BSE & NSE and Annual Custody / Issuer fee for the year 2017-18 will be paid by the Company to NSDL & CDSL on receipt of the invoices.

I. Market Price Data: High, Low during each month in Financial Year 2016-17.

Monthly share price movement during the year 2016-17 at BSE & NSE:

Month BSE NSE

High (H) Low (H) Volume (No. of shares)

High (H) Low (H) Volume (No. of shares)

April, 2016 88.70 72.85 9714338 88.80 72.80 81817181

May, 2016 88.60 68.70 11001796 88.65 68.50 64486937

June, 2016 87.15 70.25 12212267 87.75 70.10 73282295

July, 2016 87.15 79.65 8919835 87.25 79.50 87740487

August, 2016 81.80 70.30 13745985 81.75 70.55 83120556

September, 2016 75.00 63.45 7912788 74.90 63.30 51240005

October, 2016 72.70 66.00 6639853 72.80 66.00 47959056

November, 2016 68.45 58.35 9110555 68.60 58.35 44646891

December, 2016 77.05 66.40 7682504 77.15 66.50 45013151

January, 2017 93.85 75.90 13090645 93.90 75.80 75689770

February, 2017 100.70 87.35 15946993 100.75 87.20 109224282

March, 2017 109.95 92.60 14525449 110.20 92.75 92284685

[Source : This information is compiled from the data available from the websites of BSE and NSE]

84

J. Performance in comparison to broad-based indices such as BSE Sensex.

K. Registrar and Transfer AgentsM/s. Link Intime India Private Limited are appointed as

Registrar and Transfer (R&T) Agents of the Company for both

Physical and Demat Shares. The address is given below:

M/s. Link Intime India Private Limited

5th Floor, 506 to 508, Amarnath Business Centre - 1 (ABC-1),

Beside Gala Business Centre, Nr. St. Xavier’s College Corner,

Off C G Road, Navrangpura, Ahmedabad – 380009

Tel: +91-79- 26465179

Fax : +91-79-26465179

Contact Person: Mr. Narendra Tavde

Shareholders are requested to correspond directly with the

R & T Agent for transfer / transmission of shares, change of

address, queries pertaining to their shares, dividend etc.

Transfer to Investor Education and Protection Fund (IEPF)

In terms of the Section 125 of the Companies Act, 2013, the

amount of dividend that remained unclaimed for a period

of seven years is required to be transferred to the Investor

Education and Protection Fund (IEPF) administered by the

Central Government. To ensure maximum disbursement of

unclaimed dividend, the Company sends reminders to the

relevant shareholders, before transfer of dividend to IEPF.

During the year under review, the unclaimed dividend

amount for the year 2008-09 was transferred to the IEPF

established by the Central Government under Section 125 of

the Companies Act, 2013.

The Company had also given newspaper advertisement

dated 3rd December, 2016, regarding proposed transfer of

shares to the IEPF Suspense Account in respect of which

dividend has not been paid or claimed for seven consecutive

years by the respective shareholders. The Company had

uploaded the details of such shareholders and shares due

for transfer to the IEPF Suspense Account on its website

at www.adanienterprises.com and also sent individual

communication to such shareholders. Accordingly, in case

the Company does not receive any communication from

the concerned shareholder, the Company shall transfer the

shares to the IEPF Suspense Demat account by the due date

as per the procedure stipulated in the IEPF Rules.

L. Share Transfer System:The Company’s shares are compulsorily traded in the demat

segment on stock exchanges, bulk of the transfers take place

in the electronic form. The share transfers received in physical

form are processed through R & T Agent, within seven days from

the date of receipt, subject to the documents being valid and

complete in all respects. The Board has delegated the authority

for approving transfer, transmission, issue of duplicate share

certificate, dematerialization etc. to the Securities Transfer

Committee. All the physical transfers received are processed

by the R & T Agent and are approved by the Securities

Transfer Committee well within the statutory period of one

month. The securities transfer committee meets for approval

of the transfer, transmission, issue of duplicate share

certificate, dematerialization / rematerialization of shares etc.

and all valid share transfers received during the year ended

31st March, 2017 have been acted upon. The share certificates

duly endorsed are returned immediately to the shareholders

by the R & T Agent.

The Company obtained following certificate(s) from a

Practising Company Secretary and submitted the same to

BS

E S

EN

SE

XA

EL S

hare P

rice

BSE Sensex AEL Share Price30000.00

29000.00

28000.00

27000.00

26000.00

25000.00

24000.00

23000.00

120.00

80.00

100.00

60.00

40.00

20.00

0.00

Apr-16

May-16

Jun-16

Jul-16

Aug-16

Sep-16

Oct-16

Nov-16

Dec-16

Jan-17

Feb-17

Mar-17

Months

Adani Enterprises Limited | 25th Annual Report 2016-17

85

the stock exchanges within stipulated time

1. Certificate confirming due compliance of share transfer

formalities by the Company pursuant to Regulation

40(9) of the SEBI Listing Regulations for half year ended

30th September, 2016 and 31st March, 2017 respectively

with the Stock Exchanges and

2. Certificate regarding reconciliation of the share capital

audit of the Company on quarterly basis.

All share transfer and other communication regarding share

certificates, change of address, dividend etc. should be

addressed to R & T Agents of the Company at the address

given above.

M. Dematerialization of Shares and Liquidity:The Equity Shares of the Company are tradable in

compulsory dematerialized segment of the Stock Exchanges

and are available in depository system of National Securities

Depository Limited (NSDL) and Central Depository Services

(India) Limited (CDSL). The demat security (ISIN) code for

the Equity Share is INE 423A01024.

As on 31st March, 2017, 109,93,27,862 Equity Share of the

Company (constituting 99.96%) were in dematerialized form.

The Company’s Equity Shares are frequently traded on the

BSE Limited and National Stock Exchange of India Limited.

No. of shares Number of shareholders Equity Shares held in each categoryCategory Holders % of Total Total Shares % of Total

1 to 500 73432 89.91 7866349 0.73501 to 1000 4103 5.02 3333960 0.301001 to 2000 2015 2.47 3089168 0.282001 to 3000 646 0.79 1662111 0.15

3001 to 4000 305 0.37 1117955 0.104001 to 5000 220 0.27 1039198 0.095001 to 10000 462 0.57 3399106 0.31Above 10000 494 0.6 1078302236 98.04TOTAL 81677 100.00 1099810083 100.00

N. The Distribution of Shareholding as on 31st March, 2017 is as follows:

Category No. of shares held (%) of totalPromoters and Promoter Group 82,39,63,479 74.92Foreign Portfolio Investors / Institutional Investors 19,93,49,865 18.13Mutual Funds, Financial Institutions / Banks 3,12,17,979 2.84

N.R.I., Foreign National and Foreign Bodies 62,44,011 0.57Private Bodies Corporate 45,61,210 0.41Indian Public and others 2,96,31,741 2.69Clearing Members (Shares in Transit) 48,41,798 0.44Total 109,98,10,083 100.00

O. Shareholding Pattern as on 31st March, 2017 is as follows:

P. Listing of Debt Securities. The Rated, Listed, Taxable, Secured, Redeemable,

Non-Convertible Debentures issued on private placement

basis by the Company are listed on the Wholesale Debt

Market (WDM) of BSE Limited.

Q. Debenture Trustees (for privately placed debentures): Milestone Trusteeship Services Private Limited 602, Hallmark Business Plaza, Opp. Guru Nanak Hospital,

SantDhyaneshwar Road, Bandra (East), Mumbai

Phone No. +91 22 6716 7080 Fax: +91 22 6716 7077

E-mail ID: [email protected]

Website: www.milestonetrustee.in

R. Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion date and likely impact on equity.

There were no outstanding GDRs/ADRs/Warrants or any

convertible instruments as at 31st March, 2017.

S. Commodity Price Risk/Foreign Exchange Risk and Hedging:

In the ordinary course of business, the Company is

exposed to risks resulting from exchange rate fluctuation

and interest rate movements. It manages its exposure

to these risks through derivative financial instruments.

The Company’s risk management activities are subject

86

to the management, direction and control of Treasury

Team of the Company under the framework of Risk

Management Policy for Currency and Interest rate risk

as approved by the Board of Directors of the Company.

The Company’s Treasury Team ensures appropriate

financial risk governance framework for the Company

through appropriate policies and procedures and that

financial risks are identified, measured and managed

in accordance with the Company’s policies and risk

objectives. It is the Company’s policy that no trading in

derivatives for speculative purposes may be undertaken.

The decision of whether and when to execute derivative

financial instruments along with its tenure can vary

from period to period depending on market conditions

and the relative costs of the instruments. The tenure is

linked to the timing of the underlying exposure, with the

connection between the two being regularly monitored.

T. Major Plant Locations: Not Applicable

U. Address for correspondence: The shareholders may address their communications /

suggestions / grievances /queries to:

1. Mr. Jatin Jalundhwala Company Secretary and Compliance Officer

Adani Enterprises Limited

“Adani House”, Near Mithakhali Six Roads, Navarangpura,

Ahmedabad 380 009

Tel No. (079) 25555 555, 26565 555.

Fax No. (079) 26565 500, 25555 500.

Email id: [email protected]

2. M/s. Link Intime India Private Limited 5th Floor, 506 to 508, Amarnath Business Centre

- 1 (ABC-1), Beside Gala Business Centre, Nr. St.

Xavier’s College Corner, Off C G Road, Navrangpura,

Ahmedabad – 380009

Tel: +91-79- 26465179

Fax : +91-79-26465179

Contact Person: Mr. Narendra Tavde

Email id: [email protected]

Non-mandatory Requirements:The non-mandatory requirements have been adopted to the

extent and in the manner as stated under the appropriate

headings detailed below:

1. The Board: Your Company has an Executive Chairman and hence, the

need for implementing this non-mandatory requirement

does not arise.

2. Shareholders Right: The quarterly, half-yearly and annual financial results of

your Company are published in newspapers and posted

on Company’s website www.adanienterprises.com. The

same are also available on the sites of stock exchanges

where the shares of the Company are listed i.e.

www.bseindia.com and www.nseindia.com.

3. Modified opinion(s) audit report: The Company already has a regime of un-qualified financial

statements. Auditors have raised no qualification on the

financial statements.

4. Separate posts of Chairperson and CEO: Mr. Gautam S. Adani is the Chairman and Mr. Rajesh S.

Adani is a Managing Director and CEO of the Company.

5. Reporting of Internal Auditor: The Internal Auditor of the Company is a permanent

invitee to the Audit Committee Meeting and regularly

attends the Meeting for reporting their findings of the

internal audit to the Audit Committee Members.

*******************

Adani Enterprises Limited | 25th Annual Report 2016-17

87

Auditors’ Certificate Regarding Compliance of conditions of Corporate Governance

The Members,

Adani Enterprises Limited

1. We, Dharmesh Parikh & Co, Chartered Accountants, the Statutory Auditors of Adani Enterprises Limited (“the Company”),

have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31st March,

2017, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (”SEBI Listing Regulations”).

Managements’ Responsibility 2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility

includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with

the conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.

Auditors’ Responsibility3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion

on the financial statements of the Company.

4. We have examined the books of account and other relevant records and documents maintained by the Company for the

purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on

Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards

on Auditing specified under Section 143 (10) of the Companies Act, 2013, in so far as applicable for the purpose of this

certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires

that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control

for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services

Engagements.

Opinion7. Based on our examination of the relevant records and according to the information and explanations provided to us and

the representations provided by the Management, we certify that the Company has complied with the conditions of

Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of

Schedule V of the SEBI Listing Regulations during the year ended 31st March, 2017.

8. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or

effectiveness with which the Management has conducted the affairs of the Company.

For DHARMESH PARIKH & CO.

Chartered Accountants

Firm Reg No: 112054W

Place: Ahmedabad (Anuj Jain)

Date: 24th May, 2017 Partner

(Membership No. 119140)

88

CERTIFICATION BYCHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)

We have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2017 and that to the

best of our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

3. To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March,

2017 which are fraudulent, illegal or violation of the Company’s Code of Conduct.

4. We accept responsibility for establishing and maintaining internal control system and that we have evaluated the

effectiveness of the internal control system of the Company and we have disclosed to the auditors and the Audit Committee,

efficiencies in the design or operation of internal control system, if any, of which we are aware and the steps we have taken

or propose to take to rectify these deficiencies.

5. We further certify that we have indicated to the auditors and the Audit Committee:

a) There have been no significant changes in internal control system during the year;

b) There are changes in accounting policies during the year on account of Ind AS adoption and the same have been

disclosed in the notes to the financial statement; and

c) There have been no instances of significant fraud of which we have become aware, involving management or an

employee having a significant role in the Company’s internal control system.

Place: Ahmedabad Rajesh S. Adani Ameet H. Desai

Date: 24th May, 2017 Managing Director Executive Director & CFO

Adani Enterprises Limited | 25th Annual Report 2016-17

89

BUSINESS RESPONSIBILITY REPORT

Section A: General Information about the Company1. Corporate Identity Number (CIN): L51100GJ1993PLC019067

2. Name of the Company: Adani Enterprises Limited

3. Registered Address: ‘Adani House’, Nr. Mithakhali Six Roads, Navrangpura,

Ahmedabad - 380 009, Gujarat, India

4. Website: www.adanienterprises.com

5. Email id: [email protected]

6. Financial Year reported: 01.04.2016 to 31.03.2017

7. Sector(s) that the Company is engaged in (industrial activity code-wise):

Group Class Sub-class Description

466 4661 46610 Coal trading

051 0510 05101 & 05103 Coal mining

469 4690 46909 Merchant exporters

As per National Industrial Classification – Ministry of Statistics and Program Implementations

8. List three key products that the Company manufactures/provides (as in balance sheet):

The Company does not manufacture any product, but is involved in the business activities listed in the table above.

9. Total number of locations where business activity is undertaken by the Company:

The total number of locations of Adani Group companies is as follows:

(i) Number of international locations: 9 (including offices)

(ii) Number of national locations: 35 (including offices)

10. Markets served by the Company:

State, National, International

Section B: Financial Details of the Company1. Paid up capital (INR):109.98 Crores

2. Total turnover (INR): 9,282.18 Crores

3. Total Profit After Taxes (INR): 221.64 Crores

4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax:

The Company carries its CSR activities through its dedicated CSR wing i.e. Adani Foundation.

5. List of activities in which expenditure in 4 above has been incurred:

The major CSR activities are in the Sectors of Education, Health Care Support, Project “Udaan”, skill development initiatives etc.

Section C: Other Details1. Does the Company have any Subsidiary Company /

Companies?

Yes, the Company has 102 subsidiary companies (including step-down subsidiaries) as on 31st March, 2017.

2. Do the subsidiary Company / companies participate in the BR initiatives of the parent Company?

Business Responsibility initiatives of the parent Company are applicable to the subsidiary companies to the extent that they are material in relation to the business activities of the subsidiaries.

3. Do any other entity / entities that the Company does business with participate in the BR initiatives of the Company?

No other entity / entities participate in the BR initiatives of the Company.

Section D: BR Information1. Details of Director / Directors responsible for BR:

Details of the Director / Directors responsible for implementation of the BR policy/ policies:

• DIN Number: 00007116 • Name: Mr. Ameet H. Desai • Designation: Executive Director & CFO

a) Details of the BR head:

Sr. No Particulars Details1 DIN Number

(if applicable)

00007116

2 Name Mr. Ameet H. Desai

3 Designation Executive Director & CFO

4 Telephone Number (079) 2555 5327

5 E mail Id [email protected]

90

2. Principle-wise (as per NVGs) BR Policy / policies (Reply in Y/N):

Sr. No.

Questions

Bus

ines

s E

thic

s

Pro

duct

Lif

e R

espo

nsib

ility

Em

ploy

ee

Wel

l-bei

ng

Sta

keho

lder

E

ngag

emen

t

Hum

an

Rig

hts

Env

iron

men

t

Pol

icy

Adv

ocac

y

Incl

usiv

e G

row

th

Cus

tom

er

Val

ue

P1 P2 P3 P4 P5 P6 P7 P8 P9

1 Do you have a policy /policies for.... Y Y* Y Y Y Y Y Y Y2 Has the policy been formulated in consultation with

the relevant stakeholders? Y Y Y Y Y Y Y Y Y

3 Does the policy conform to any national /international standards? If yes, specify? (The policies are based on the NVG-guidelines in addition to conformance to the spirit of international standards like ISO 9000, ISO 14000, OHSAS 18000)

All the policies are compliant with respective principles of NVG Guidelines.

4 Has the policy being approved by the Board? If yes, has it been signed by MD/owner/CEO/ appropriate Board Director?

Y - - - - - - - -

5 Does the Company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?

Y Y Y Y Y Y Y Y Y

6 Indicate the link for the policy to be viewed online? http://www.adanienterprises.com/investors / investor downloads / policies

7 Has the policy been formally communicated to all relevant internal and external stakeholders?

The policies have been communicated to key internal stakeholders. The communication is an ongoing process to cover all internal & external shareholders.

8 Does the Company have in-house structure to implement the policy/policies.

Y Y Y Y Y Y Y Y Y

9 Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/ policies?

Y Y Y Y Y Y Y Y Y

10 Has the Company carried out independent audit/evaluation of the working of this policy by an internal or external agency?

Y Y Y Y Y Y Y Y Y

* While the Company does not manufacture any products, the policy addresses the aspect of environmental protection in the

Company’s coal mining operations.

2a. If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options).

Sr. No.

Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1 The Company has not understood the principle

NOT APPLICABLE

2 The Company is not at stage where it finds itself in a position to formulate and implement the policies on specified principle

3 The Company does not have financial or manpower resources available for the task

4 It is planned to be done within next six month

5 It is planned to be done within next one year

6 Any other reason (please specify)

Adani Enterprises Limited | 25th Annual Report 2016-17

91

3. Governance related to BR:

(i) Indicate the frequency with which the Board of

Directors, Committee of the Board or CEO to assess the

BR performance of the Company. Within 3 months, 3-6

months, Annually, More than 1 year:

The CEO / Executive Director periodically assess the BR

performance of the Company.

(ii) Does the Company publish a BR or a Sustainability

Report? What is the hyperlink for viewing this report?

How frequently it is published?

This report comprises the Company’s 5th Business

Responsibility Report as per the National Voluntary

Guidelines on Social, Environmental and Economic

Responsibility of Business (NVG). The Company currently

does not publish a separate Sustainability Report.

Section E: Principle-wise PerformancePrinciple 1: Business should conduct and govern themselves

with Ethics, Transparency and Accountability

1. Does the policy relating to ethics, bribery and corruption

cover only the Company? Yes/No. Does it extend to the

Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

The Company has adopted a Code of Conduct for its

Directors and Senior Management personnel. Additionally,

the Policy on Code of Conduct for Employees applies to

all employees across Adani Group of companies. These do

not extend to any other entities.

2. How many stakeholder complaints have been received

in the past financial year and what percentage was

satisfactorily resolved by the management? If so, provide

details thereof, in about 50 words or so.

No stakeholder complaints pertaining to the above Codes

were received in the past financial year.

Principle 2: Business should provide goods and services

that are safe and contribute to sustainability throughout

their life cycle

1. List up to 3 of your products or services whose design has

incorporated social or environmental concerns, risks and/

or opportunities.

Not applicable since the Company does not manufacture

any products.

2. For each such product, provide the following details in

respect of resource use (energy, water, raw material etc)

per unit of product (optional):

I. Reduction during sourcing / production / distribution

achieved since the previous year through the value

chain:

Not applicable since the Company does not

manufacture any products.

II. Reduction during usage by consumers (energy, water)

achieved since the previous year?

Not applicable.

3. Does the Company have procedures in place for

sustainable sourcing (including transportation)?

No specific procedures have been adopted for sustainable

sourcing.

4. Has the Company undertaken any steps to procure goods

and services from local and small producers, including

communities surrounding their place of work? If yes,

what steps have been taken to improve the capacity and

capability of local and small vendors?

Not applicable

5. Does the Company have a mechanism to recycle products

and waste? If yes, what is the percentage of recycling of

products and waste? (Separately as < 5%, 5-10%, >10%).

Also, provide details thereof, in about 50 words or so.

Not applicable

Principle 3: Business should promote the wellbeing of all employees1. Please indicate total number of employees:

The Company has a total of 1,518 employees as of

31st March 2017.

2. Please indicate total number of employees hired on

temporary/contractual/casual basis:

The Company has a total 660 employees hired on

contractual basis as of 31st March 2017.

3. Please indicate the number of permanent women

employees:

The Company has 12 women employees as of 31st March

2017.

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4. Please indicate the number of permanent employees

with disabilities.

The Company has 2 permanent employees with disabilities

as of 31st March 2017.

5. Do you have an employee association that is recognized

by the Management?

The Company does not have an employee association.

6. What Percentage of permanent employees who are

members of this recognized employee association?

Not applicable.

7. Please indicate the number of complaints relating to child

labor, forced labor, involuntary labor, sexual harassment

in the last financial year and those pending as on the end

of the financial year.

There were no complaints of this nature during the

financial year.

8. What Percentage of under mentioned employees were

given safety and skill up-gradation training in the last

year?

Employee Learning & Development is crucial for

organisational success and this is an integral part of

whole organisation wide Human Resources Strategy.

The organisation has clearly defined Training &

Development Policy – which cut across the organisational

Vision & Mission and Values. The entire employees

irrespective of their grade and status have been provided

with opportunity to hone their skills & competencies.

A special attention was given to conduct a

well-structured Assessment & Development Centres

across all categories of employees and through which

a detailed Individual Development Plans (IDPs) were

prepared. With this outcome the employees were trained

reinforcing – Job related Skills; Competencies and desired

behavioural improvement etc.

In the current year the organisation has achieved around

6 man-days of training at each grade & all the contractual

or sourced staff was also provided similar opportunities

and the programs like etiquettes & self-improvement

were organised for drivers and all staff were under went

mandatory First Aid ; Fire & Safety training etc.

Principle 4: Business should respect the interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized1. Has the Company mapped its internal and external

stakeholders?

Yes, the Company’s key stakeholders include employees,

suppliers, customers, business partners, regulatory

agencies and local communities around its sites of

operations.

2. Out of the above, has the Company identified

the disadvantaged, vulnerable and marginalized

stakeholders?

Yes, the Company has identified the disadvantaged,

vulnerable and the marginalized sections within the local

communities around its sites of operations.

3. Special initiatives taken by the Company to engage

with the disadvantaged, vulnerable and marginalized

stakeholders:

The Company, through the Adani Foundation, has

undertaken several initiatives to engage with and ensure

sustainable development of the marginalized groups in

the local communities. Key initiatives include:

Education: The Foundation believes that Education is the stepping

stone to improve the quality of life, especially for the

poor and the most vulnerable. The ideology behind all

the education initiatives undertaken is to uplift the

communities by providing ‘quality’ education to the

children from the economically challenged backgrounds.

The Adani Vidya Mandir (AVM), a school under the aegis

of Adani Foundation is developed with a unique concept

which aims at providing cost free quality education

to meritorious students coming from underprivileged

backgrounds. Adani Vidya Mandir, Ahmedabad -

established in the year 2008 is a CBSE affiliated English

medium school and is the first of its kind initiative.

The AVM model has been successfully replicated in

other locations at Bhadreshwar (Gujarat) and Surguja

(Chhattisgarh) benefiting the underprivileged students

from the communities in and around that area.

The Students are provided with free of cost transportation,

uniform, textbooks, notebooks, breakfast, lunch and

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93

refreshments. These students, most of them being first

generation learners, have priceless treasures of desire

and ability, but due to lack of resources were unable to

achieve their dreams. This year, a state of the art building

of AVM in Sarguja, having 23 modern classrooms, spread

across 3.86 acres of sprawling campus is in the process

of construction. AVM is a boon to the parents who due

to their financial constrains is not in a position to provide

quality education to their children.

Besides AVM schools, the Foundation has also established

other schools which provide subsidised education to

the desirous students. Apart from Adani Vidyalayas at

Tiroda & Kawai, Adani Public School in Mundra and Adani

DAV Public school in Bhadrak district of Orrisa, Adani

Foundation has also adopted Nav Chetan Vidyalaya at

Junagam in Choryasi block of Surat district of Gujarat.

The Foundation complements the existing efforts of the

Government by filling the gaps and playing a supporting

& complementary role in imparting quality education.

Various initiatives are aimed at increasing the enrolment

rate in the schools, especially that of the girl child. The

Foundation provides infrastructure and material support

to the Government schools. Special emphasis is given to

increase teacher’s effectiveness by organising teacher’s

training workshops, exposure tours & introduction of

technology through E-Learning solutions in such schools.

In order to motivate these children, Adani Foundation

has provided Welcome kit / Education kit to 2,500 newly

enrolled students in 111 Government Primary Schools

from 61 villages of Mundra Taluka in Gujarat.

In a special school adoption program of Government

of Rajasthan, Adani Foundation Kawai has adopted

47 government schools aiming to contribute towards

developing their basic infrastructure and constructed

toilets at UPPER PRIMARY SCHOOL, MUKUNDPURA.

Besides this, under our PRAYATNA initiative, 111 students

from 24 schools of the region have been provided with

study kits and coaching classes for JAWAHAR NAVODAYA

VIDYALAYA (JNV) ENTRANCE EXAMINATION. Extra

Classes were conducted at labour colonies for the students

of primary classes to help them in academics, sports,

cultural and moral values and at the same time, nutritious

food, uniform and winter wears were also provided to

these children. Working with the education department

of the state Adani Foundation has also provided support

to Z.P.BARAN to develop HAPPY SCHOOL MANAGEMENT

ANDROID APP for ease of management & monitoring of

government schools in the region.

Adani Foundation has also joined hands with the Kalinga

Institute of Social Sciences (KISS) at Baripada, Odisha for

setting up a residential school (from Class-I to X) with an

aim to provide cost free quality education for the Tribal

children of the region. Adani Foundation has already

released first instalment of the fund to KISS for the first

phase of infrastructure development work. The school is

expected to become operational in 2018 session.

Udaan is a learning based initiative focusing on the

youth coming from various educational institutes across

the State of Gujarat. Under this project, a two days

exposure tour is organized wherein students are given

an opportunity to visit the Adani Port, Adani Power &

Adani Wilmar facilities to get an insight and be inspired to

dream big and start envisioning career options including

entrepreneurship. Around 2 lakhs students have been

benefited through this unique initiative. After successfully

running this program in Mundra for more than 6 years,

Project Udaan has recently been launched at Hazira in

Gujarat, Kawai in Rajastahan, Tiroda in Maharashtra,

Udupi in Karnataka and Dhamra in Orrisa, where the

students visit our respective business locations and get

an insight on our operations. This helps give wings to

their imagination and dreams.

Community Health:

Adani Foundation entered into a Public Private Partnership

with the Government of Gujarat and the Gujarat Adani

Institute of Medical Science (GAIMS) came into existence

in 2009. GAIMS is a full-fledged medical college which

at present has a total strength of 750 students. Adani

Foundation managed GK General Hospital, the biggest

hospital of the Bhuj region of Gujarat with 750 beds

capacity. Adani managed GK General Hospital and GAIMS

has made the best healthcare available to the people

of Kutch region by making the modern technology and

expert doctors available to the local populace.

To reach good medical facilities even to the remotest of the

villages; Adani Foundation operates Mobile Healthcare

Units & rural clinics for the communities we work with.

A total of Twelve Mobile Units are run by the foundation

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in the regions of Mundra, Hazira & Dahej in Gujarat,

Tiroda in Maharashtra, Kawai in Rajasthan, Surgija in

Chattisgarh, Godda in Jharkhand and Shimla in Himachal

Pradesh are attending to on an average 2,34,348 patients

on a yearly basis. Our 14 rural clinics provide treatment to

around 19,093 patients approximately every year. Various

general & speciality camps are also organized regularly in

our regions of operations catering to patients from rural

areas each year.

A special Senior Citizen Health card was introduced in

the year 2011; keeping in mind the prevalent healthcare

issues of old age people of the region. Under this scheme

free of cost health check-up and treatment coverage of

upto Rs. 50,000 can be availed by the senior citizens,

over the age of 60, for a period of 3 years. The Senior

Citizen Health Card scheme currently is spread across

66 villages in Mundra block of Kutch District – Gujarat.

A total number of around 7500 senior citizens are taking

advantage of this scheme.

Adani Foundation has been closely working with the

regional health departments of Maharashtra and

Rajasthan in upgradation of the Sub-District Hospital the

regions. In Tiroda – Maharashtra CMTC (Child Malnutrition

Treatment Centre) facility was upgraded and 5S module

was implemented. Due to our efforts this CMTC was

adjudged the cleanest facility of the region and awarded

by the state government.

An initiative named Project SuPoshan, which addresses

malnutrition and anemia across women and children, was

started by Adani Foundation. Project SuPoshan works

with pregnant women, lactating mothers, children of

0-5 years, adolescent girls and women of reproductive

age. SuPoshan has been implemented at 10 operational

sites covering 232 villages and five municipal wards.

Foundation also launched a Project in coordination

with Integrated Child Development Services (ICDS), for

“Reducing Malnourishment in Children” at various sites.

Sustainable Livelihood Development:

Livelihood is one of the major components that need to

be focused upon to bring about a holistic development

in the communities. The Adani Foundation has been

working towards providing the beneficiaries with a

number of livelihood and income generating initiatives.

“SAKSHAM”, an Ideology of Adani Skill Development

Centre to make Youth of India empowered to achieve

their goals in life by becoming Skilled Professionals. Adani

Skill Development Centre (ASDC) is working relentlessly

to bring World Class Skill Development Trainings to

India for the benefit of the Indian Youth, through

partnerships with various Governments, Corporates and

other likeminded organizations. Adani Skill Development

Centre (ASDC) is a separate entity registered as a

Not-for-Profit organisation and youngest among all Adani

Group Companies. At ASDC, youths are trained in various

fields like IT, crane operations, automobile assistance,

electrician, beautician, tailoring etc. so as to enable them

to earn a livelihood for themselves & become financially

independent.

Various Women Empowerment projects of Adani

Foundation are aimed towards encouraging women, to

take control of their lives and building their confidence

whether are single, married or a widow; such sustainable

livelihood development programs are initiated in Mundra.

Adani Foundation had started training programme with

two major women’s group of villages near Adani Power

and Adani Ports in Mundra - Gujarat. Both the groups

of women (90 women in total) successfully completed

their training for preparing washing powder, phenyl,

liquid for cleaning utensils and hand wash etc. and have

now started “Saheli Mahila Gruh Udyog” at Shantivan

Colony of Mundra. These 6 women self-help groups

have 15 members each, and each member of the group is

assigned role according to their individual ability. These

women are self-reliant now and take care of all their

business operations like production, accounting, banking,

marketing, administration, sales, etc. “SAKSHAM” has

also worked towards empowering women on Sewing

Machine Operations, by providing Skill Development

Trainings to women of Surguja (Chhattisgarh), Kawai

(Rajasthan), Dhamra (Odisha) & Godda (Jharkhand). The

Women who were trained are provided with placements

in other industries.

Organic farming initiatives like System of Rice

Intensification (SRI) were introduced to the farmers

of Tiroda region of Maharashtra, in cooperation with

Agriculture Department. This project benefitted 1050

farmers from 35 villages of Tirora region. It has been

Adani Enterprises Limited | 25th Annual Report 2016-17

95

estimated that on an average there has been 30% increase

in production yield and 31% decrease in expenditure.

Most of the farmers have now shifted from single to multi

crop farming.

Special Projects for Fisher folk Communities - In order to

promote and support alternative livelihood among the

Fisher-folk communities during the non-fishing months,

Adani Foundation has recently introduced Poly Culture

and Cage Culture techniques for the benefit of the local

fishermen communities, thereby enhancing their income

levels. Poly culture is the practice of culturing more

than one species of aquatic organisms in the same unit

area (marine, pond, streams and rivers). The principle

of Poly culture is that production of more organisms

in the particular unit area having different food habits.

Cage culture technique is aimed at providing alternative

employment and encouraging fisher folk to shift from full-

time to part-time fishing. CMFRI a domain expert Institute

was partnered with to provide training to the selected

fishers in live lobster handling, seed transportation and

quality testing, cage fabrication & deployment, lobster

husbandry practices, harvest & marketing, etc. with

sufficient hands on exposure at the sea cage farm owned

by the CMFRI at Veraval- Gujarat. First phase of exposure

and cage fabrication has already been completed.

Apart from that, Adani Foundation introduced ‘Mangrove

Nursery Development and Plantation’ in the area as an

alternate income generating activity for the fisher folks

of the region. Trainings were provided on Mangrove

plantation; moss cleaning, etc. to men and women as per

requirements. Collectively Adani Foundation provided

these fisher folks with employment equivalent to 3315

man–days.

Rural Infrastructure Development:

Rural Infrastructure Development projects aim at

bridging the gap in existing infrastructure needs

without duplicating the Government efforts and thus

creating better living conditions. This includes projects

in areas of Water conservation/recharge, Drinking Water

availability; Education, Health & Hygiene and Community

Development related infrastructures in Rural India.

Adani Foundation has carried out various village

development initiatives like construction of individual

household toilets and installation safe drinking water

facilities. Besides, a total of 140 shelters have been

constructed and handed over to fisherfolk families at

Juna Bandar - their abode for the entire fishing season.

We have installed RO Plant at Chhach Vistar at Zarpara

and has also constructed underground tank with a

capacity of 1.0 lacs litre at Rampar village of Anjar

Taluka, in Kutchh, Gujarat. While in Hazira, Gujarat, our

Foundation has supported in construction of 29 houses

at Vansawa and Rajgiri under Indra Awas Yojana and also

facilitated renovation of a local school at Suvali. Further,

in Kawai, Rajasthan, on behalf of the communities,

Adani Foundation adopted Antana Talab and carried

out the complete excavation work, stone pitching, ghat

construction & beautification work at the talab.

An OPD block was constructed by Adani Foundation

at the largest General Hospital of the Baran district of

Rajasthan. This hospital is considered to be a life line

for the local populace who look up to this hospital for

their various healthcare needs. At Tiroda - Maharashtra,

our Foundation has installed RO plants at Kachevani,

Khairbodi and Gumadhwada villages and drilled 12 bore

wells to provide clean potable drinking water for the

communities in the surrounding areas. Further in Udupi,

we have constructed and installed Safe Drinking Water

Units in 5 villages – Yellur, Mudarangadi, Tenka, Bada

and Belapu. This Safe Drinking Water Units runs on RO

technology and the unit has the capacity of purifying

1,000 litres of water per hour with the storage capacity of

5000 litres of purified water. Since health and sanitation

are important for healthy living, Adani Foundation has

constructed Public toilets at Harbour ward, Kottapuram

ward and Vizhinjam.

In Dhamra, Adani Foundation decided to construct

a new school building for ADANI-DAV Public school.

The works of landmark school building in the district is

nearing completion. The construction work is expected

to complete by June 2017. Apart from that 15 tube wells

were constructed in villages and 25 school toilet blocks

were constructed in different government schools for the

benefit of the communities and their families.

Swachhagraha, an initiative which was inspired by

Gandhiji’s Satyagraha Movement and the Government’s

Swachh Bharat Abhiyan, promotes a ‘culture of cleanliness’

among the youth. This initiative, in collaboration with

96

our knowledge and implementation partner Centre for

Environment Education (CEE), has expanded into six cities

across Gujarat (Ahmedabad, Surat, Vadodara, Rajkot,

Bhuj and Anand) and three towns (Mundra, Jasdan and

Vidyanagar). In the year 2016-17, the campaign became

operational in more than 650 schools, creating 13,500

active Swachhagrahis and over 1,350 Preraks in Gujarat.

The awareness program reached 3,25,000 students;

the community outreach touched more than 150,000

individuals. More than 70 schools across 15 states are

now implementing Swachhagraha.

Principle 5: Business should respect and promote human rights1. Does the Company’s policy on human rights cover only

the Company or extend to the Group / Joint Ventures /

Suppliers / Contractors / NGOs / others?

The Company has put in place a Human Rights Policy

applicable to all Adani Group of Companies. The

Company’s commitment to follow the basic principles of

human rights is embedded in “Code of Conduct” adopted

by the Company. The Company strictly adheres to all

applicable labor laws and other statutory requirements in

order to uphold the human rights within its organizational

boundary.

2. How many stakeholder complaints have been received in

the past financial year and what percent was satisfactorily

resolved by the Management?

No stakeholder complaints were received during the last

financial year.

Principle 6: Business should respect, protect, and make effort to restore the environment1. Does the policy pertaining to this Principle cover only

the Company or extends to the Group / Joint Ventures /

Suppliers / Contractors / NGOs / others?

Environment policy of the Company does not extend to

any other entities.

2. Does the Company have strategies / initiatives to address

global environmental issues such as climate change,

global warming, etc? Y / N. If yes, please give hyperlink for

webpage etc.

Yes, the Company is committed to addressing the global

environmental issues such as climate change and global

warming through energy conservation, efficient natural

resource utilization and adoption of cleaner energy

sources such as solar power.

3. Does the Company identify and assess potential

environmental risks? Y/N

Yes, the Company regularly identifies and assesses

environmental risk during all stages of its existing and

planned projects.

4. Does the Company have any project related to Clean

Development Mechanism (CDM)? If so provide details

thereof, in about 50 words or so. Also, If Yes, whether any

environmental compliance report is filed?

Not Applicable

5. Has the Company undertaken any other initiatives on -

clean technology, energy efficiency, renewable energy

etc?

Not Applicable

6. Are the Emissions / Waste generated by the Company

within the permissible limits given by CPCB / SPCB for the

financial year being reported?

Yes, the emissions / waste generated are within the

permissible limits given by CPCB/SPCB.

7. Number of show cause / legal notices received from CPCB

/ SPCB which are pending

There are no show cause / legal notices received from

CPCB/SPCB which are pending as of end of financial year.

Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner1. Is your Company a member of any trade and chambers of

association? If Yes, name only those major ones that your

business deals with.

Yes, the Company is a member of the following key

associations:

(i) Confederation of Indian Industry (CII)

(ii) Independent Power Producers Association of India

(IPPAI)

(iii) Gujarat Chamber of Commerce and Industry (GCCI)

(iv) Ahmedabad Management Association (AMA)

(V) Federation of Indian Chamber of Commerce and

Industry (FICCI)

Adani Enterprises Limited | 25th Annual Report 2016-17

97

2. Have you advocated / lobbied through above associations

for the advancement or improvement of public good?

Yes/No; If yes specify the broad areas (Governance and

Administration, Economic Reform, Inclusive Development

Polices, Energy security, Water, Food Security, Sustainable

Business Principles, Others):

Yes, through its membership in the above bodies, the

Company has advocated on the key areas of energy

security and electricity pricing, food security with respect

to edible oil and pulses, increasing the productivity of coal

mining, and improvement in logistics and rail connectivity

of ports.

Principle 8: Business should support inclusive growth and equitable development1. Does the Company have specified programme / initiatives/

projects in pursuit of the policy related to principle 8? If

yes details thereof.

The Company through Adani Foundation promotes notions

of equitable and inclusive growth and development.

Adani Foundation (AF) is the CSR arm of the Adani group

of companies. Since its inception in 1996, the Foundation

has been working in a number of prominent areas to

extend its support to people in need. Working closely

with the communities, AF has been able to assume the

role of a facilitator by creating an enabling environment

for many. With its human-centric approach, AF always

strived to make processes sustainable, transparent and

replicable. Adani foundation is currently operational in

12 states of India and is working towards an integrated

development of the communities with its core focus on

Education, Community Health, Sustainable Livelihoods

Development and Rural Infrastructure Development.

It lays a special focus on the marginalized sections of the

communities. Through its activities in the above areas,

the Adani Foundation has been able to reach out to more

than 1470 villages/towns and over 4,00,000 families

touching their lives to make a positive difference.

2. Are the programmes /projects undertaken through

in-house team / own foundation /external NGO/Govt.

structure /any other organisation?

Adani Foundation is the well-structured Corporate

Social Responsibility (CSR) arm of Adani Group. The

foundation has an in-house dedicated and experienced

team of professionals that comprises of experts in

domains of education, healthcare, infrastructure

development, livelihood and other related fields to carry

out the development work for the communities. The

programs are carried out by the Adani Foundation teams

across regions. Apart from that, Adani Foundation has

entered few resource & knowledge partnerships with

several government agencies, government supported

organizations and non-governmental organizations and

other corporations.

3. Have you done any impact assessment of your initiative?

Yes, regular impact assessment studies are carried out by the

foundation to evaluate its various on-going programs and

to analyze the quantum of transformation the program are

able to make on the lives of the communities. Also regular

monthly, quarterly and yearly reviews of the programs are

also carried out by the different levels of management.

4. What is the Company’s direct monetary contribution to

community development projects and details of projects

undertaken?

There was no direct monetary contribution of the

Company to community development projects in FY

2016-17. The focus areas of the Company’s community

development projects are outlined in response to

Question 5 under Section B.

5. Have you taken steps to ensure that community

development initiative is successfully adopted by the

community? Please explain in 50 words.

Community participation is encouraged at all stages of

our community development / CSR initiatives, including

program planning, monitoring, implementation and

assessment / evaluation. For example Adani Vidya

Mandir project has been one such project that has been

successfully adopted by the community. A comprehensive

process of social mobilisation and awareness was carried

out with the communities to encourage them to send

their wards to schools. Over a period of time, we have

been able to bring about a positive change in mind set

and attitudes of the community regarding education.

Project “Uddan” is a multi-stake holder project where

besides AF team, Dept. of Education office, education,

institutions/schools, parents, students, contractors,

Adani employees etc. are deeply involved.

98

Our community engagement is strengthened through

conducting third-party need assessment surveys,

participatory rural appraisals as well as formation of

Village Development Committees (VDCs) and Cluster

Development Advisory Committee (CDAC), and Advisory

Council with representation from the community,

the government and the Company. This high level of

engagement and participation of community members

lead to a greater sense of ownership among the people,

ensuring successful adoption and sustained outcomes.

Principle 9: Business should engage with and provide value to their customers and consumers in a responsible manner.1. What Percentage of customer complaints / consumer

cases are pending as on the end of financial year 2016-

17?

There are no customer complaints / consumer cases

pending as on end of financial year 2016-17.

2. Does the Company display product information on the

product label, over and above what is mandated as per

local laws? Yes/No/N.A. /Remarks (additional information)

Not applicable.

3. Is there any case filed by any stakeholder against the

Company regarding unfair trade practices, irresponsible

advertising and/or anti-competitive behavior during the

last five years and pending as of end of FY 2016-17?

There are no such pending cases against the Company in

a court of law.

4. Did your Company carry out any consumer survey /

consumer satisfaction trends?

The Company has not carried out a formal consumer

survey, however there is a continuous improvement

process through which periodic feedback is taken on a

regular basis from customers/stakeholders and immediate

action is taken on any issues that they are facing.

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99

Adani Enterprises Limited 25th Annual Report 2016-17

Independent Auditor’s Report

To the Members ofADANI ENTERPRISES LIMITED

Report on the Standalone Ind AS Financial StatementsWe have audited the accompanying Standalone Ind AS Financial Statements of Adani Enterprises Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS Financial Statements”).

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other MatterThe attached Standalone Ind AS Financial Statements include Company’s share of net assets of H2.68 Crores in one unincorporated Joint Venture not operated by the Company, the unaudited accounts of which have been certified by the management and relied upon by us.

100

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order,

2016 (“the Order”) issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in “Annexure A” statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) on the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B”;

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 41(A) to the financial statements;

ii. The Company has made provision as at 31st March, 2017, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts. - Refer Note 40 to the financial statements

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements (vide Note no. 16 to Standalone Ind AS Financial Statements) as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company. We have relied on the management representation for disclosure of denomination wise details.

For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W

ANUJ JAINPlace: Ahmedabad PartnerDate: 24th May, 2017 Membership No. 119140

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Adani Enterprises Limited 25th Annual Report 2016-17

The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the Standalone Ind AS Financial Statements for the year ended 31st March, 2017, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

(c) The title deeds of immovable properties, as disclosed in Note 4 on Property, Plant and Equipment, to the financial statements, are held in the name of the Company, except for leasehold land and immovable assets acquired, pursuant to the composite scheme of arrangement having a carrying value of H2.92 Crores as at 31st March, 2017.

(ii) The inventory, other than stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. In respect of stocks lying with third parties at the year-end, written confirmations have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to 8 (Eight) Companies covered in the register maintained under Section 189 of the Act. According to the information and explanation given to us and the records produced to us, the terms and conditions of the grant of such loan are not prejudicial to the interest of the Company.

(b) The schedule of repayment of principal and payment of interest is stipulated and the receipt of the same is regular.

(c) There are no amounts of loan granted to such companies which are overdue for more than ninety days.

(iv) According to the information and explanations given to us and representations made by the Management, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of the loans and investments made, and guarantees and securities provided by it.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of the Company’s products/ services to which the said rules are made applicable and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have generally been deposited regularly during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of applicable statutory dues as referred to above were in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.

RE: Adani Enterprises Limited

(Referred to in Paragraph 1 of our Report of even date)

Annexure “A” to the Independent Auditor’s Report

102

(b) According to the information and explanations given to us, there are no material dues of wealth tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Duty of Customs, Cess, Income Tax, Sales Tax / Value Added Tax, Service Tax, Duty of Excise and FEMA have not been deposited by the Company on account of disputes.

Name of the Statute

Nature of Dues

Forum where Dispute is Pending

Amount (*)(H in Crores)

Amount paid under protest(H in Crores)

Period to which the amount relates

Income Tax Act Income Tax Appellate Authority upto Commissioner's Level

44.99 3.99 2008-09, 2010-11 to 2013-14

Appellate Tribunal 8.65 4.24 2003-04, 2007-08 to 2010-11

High Court 0.02 - 1988-89Finance Act, 1994 Service Tax Appellate Authority

upto Commissioner's Level

8.29 - 2012-13 to 2014-15

Appellate Tribunal 33.77 18.08 2004-05 to 2009-10

Sales Tax Acts Sales Tax Appellate Authority upto Commissioner's Level

209.12 16.36 1999-2000, 2002-03 to 2015-16

Appellate Tribunal 4.60 1.98 2001-02, 2004-05, 2008-09 & 2013-14

High Court 5.74 0.34 2005-06 to 2010-11Supreme Court 11.47 1.91 2006-07 to 2010-11

Excise Act Excise Duty High Court 0.61 0.15 1998-99, 1999-2000

Foreign Exchange Management Act

Penalty Appellate Tribunal 4.10 - 2000-01

Foreign Exchange Regulation Act

Penalty Appellate Authority upto Commissioner's Level

0.16 - 1997-98

Customs Act Customs Duty

Assessing Authority 521.38 152.53 1992-93 to 1995-96, 1997-98, 1999-2000 to 2000-01, 2003-

04 to 2007-08, 2012-13 & 2013-14

Appellate Authority upto Commissioner's Level

2.50 - 2000-01 to 2008-09

Appellate Tribunal 409.77 228.21 1992-93, 1993-94, 1997-98, 2005-06, 2011-12 & 2012-13

Jt. Secretary, Ministry of Finance

0.83 - 2006-07 to 2009-10

Supreme Court 3.56 0.87 1996-97 to 1999-2000

* Amount as per Demand orders including interest and penalty wherever figures available.

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Adani Enterprises Limited 25th Annual Report 2016-17

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, it has not defaulted in repayment of loans or borrowings from Banks and Financial Institutions. The Company has not taken any loan from government and has not issued any debentures.

(ix) Based upon the audit procedures performed, the Company has not raised moneys by way of initial public offer or further public offer. In our opinion and as per the information and explanations given by the management, the Funds raised through debt instruments and term loans have been applied for the purpose they were raised.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion, the Company is not a nidhi Company. Accordingly the provisions of Clauses 3 (xii) of the Order are not applicable.

(xiii) As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are

in compliance with Section177 and 188 of Companies Act 2013 and all the details have been disclosed in Standalone Ind AS Financial Statements as required by the applicable Accounting Standards.

(xiv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not entered into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of Clauses 3(xv) of the Order are not applicable to the Company.

(xvi) In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable.

For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W

ANUJ JAINPlace: Ahmedabad PartnerDate: 24th May, 2017 Membership No. 119140

104

Report on the Internal Financial Controls under Clause i of sub-section 3 of Section 143 of the Companies Act, 2013 (the Act).

(Referred to in paragraph 2 (f) of our Report of even date)

RE: Adani Enterprises Limited

We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2017 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Annexure “B” to the Independent Auditor’s Report

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Adani Enterprises Limited 25th Annual Report 2016-17

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W

ANUJ JAINPlace: Ahmedabad PartnerDate: 24th May, 2017 Membership No. 119140

106

Balance Sheet as at 31st March, 2017(H in Crores)

Particulars Notes As at31st March, 2017

As at31st March, 2016

As at1st April, 2015

ASSETSI Non-Current Assets

(a) Property, Plant & Equipment 4 511.96 424.90 432.75(b) Capital Work-in-Progress 5 621.60 851.15 716.10(c) Investment Property 6 9.37 8.06 6.59(d) Other Intangible Assets 4 650.05 654.07 665.11(e) Financial Assets

(i) Investments 7 3,090.20 1,101.22 1,154.66(ii) Loans 8 87.75 32.32 220.41(iii) Other Financial Assets 9 83.11 256.07 239.70

(f) Income Tax Assets (net) 10 144.38 134.74 93.13(g) Deferred Tax Assets (net) 11 246.57 325.45 268.98(h) Other Non-Current Assets 12 271.94 160.28 174.80

5,716.93 3,948.26 3,972.23II Current Assets

(a) Inventories 13 594.56 530.38 593.18(b) Financial Assets

(i) Investments 14 1.00 1.00 1.00(ii) Trade Receivables 15 2,923.44 2,641.97 3,967.28(iii) Cash & Cash Equivalents 16 259.93 78.63 212.78(iv) Other Balances with Banks 17 104.28 55.24 54.64(v) Loans 18 3,782.93 5,986.20 6,025.64(vi) Other Financial Assets 19 179.06 230.32 112.60

(c) Other Current Assets 20 1,096.15 932.05 917.518,941.35 10,455.79 11,884.63

Total Assets 14,658.28 14,404.05 15,856.86EQUITY AND LIABILITIESEQUITY

(a) Equity Share Capital 21 109.98 109.98 109.98(b) Other Equity 3,657.20 3,435.10 3,144.45Total Equity 3,767.18 3,545.08 3,254.43

LIABILITIESI Non-Current Liabilities

(a) Financial Liabilities(i) Borrowings 22 1,857.82 1,911.33 2,764.01(ii) Other Financial Liabilities 23 78.16 541.39 289.37

(b) Provisions 24 16.36 14.36 12.03(c) Other Non-Current Liabilities 25 - 52.08 1.59

1,952.34 2,519.16 3,067.00II Current Liabilities

(a) Financial Liabilities(i) Borrowings 26 4,905.40 4,119.23 2,625.91(ii) Trade Payables 27 3,217.95 2,937.70 5,760.54(iii) Other Financial Liabilities 28 624.93 845.42 1,063.49

(b) Other Current Liabilities 29 163.21 407.44 76.04(c) Provisions 30 27.27 30.02 9.45

8,938.76 8,339.81 9,535.43Total Equity and Liabilities 14,658.28 14,404.05 15,856.86Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

107

Adani Enterprises Limited 25th Annual Report 2016-17

The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

Statement of Profit & Loss for the year ended 31st March, 2017(H in Crores)

Particulars Notes For the year ended 31st March, 2017

For the year ended 31st March, 2016

I. Revenue from Operations 31 8,595.01 8,148.86 II. Other Income 32 687.17 977.64 III. Total Revenue (I + II) 9,282.18 9,126.50 IV. Expenses

Purchases of Stock-in-Trade 33 6,792.79 6,092.91 Changes in Inventories of Stock-in-Trade 34 (62.16) 51.43 Employee Benefits Expense 35 247.07 239.39 Finance costs 36 791.71 717.14 Depreciation & Amortisation 4 78.86 79.36 Operating and Other Expenses 37 1,047.96 1,472.04 Total Expenses 8,896.23 8,652.27

V. Profit/(Loss) before Exceptional items and tax (III-IV) 385.95 474.23 VI. Add/(Less) : Exceptional items 38 - 41.73VII. Profit/(Loss) for the year before tax (V-VI) 385.95 515.96 VIII. Tax Expense:

Current Tax 82.87 53.17 Tax Adjustment for earlier years 3.54 20.16 Deferred tax (including MAT) 11 77.90 (77.48)Total Tax Expense 164.31 (4.15)

IX. Profit/(Loss) for the year (VII - VIII) 221.64 520.11 X. Other Comprehensive Income

Item that will not be reclassified to Statement of Profit & Loss(a) Remeasurement of employee benefit obligations 0.70 1.02 (b) Income tax relating to the above item (0.24) (0.35)Item that will be reclassified to Statement of Profit & Loss - - Other Comprehensive Income (after tax) 0.46 0.67

XI. Total Comprehensive Income (after tax) (IX + X) 222.10 520.78 XII. Earning per Equity Share of H1/- each

- Basic & Diluted 50 2.02 4.73 Summary of significant accounting policies 2

108

Statement of Changes in Equity for the year ended 31st March, 2017

A. Equity Share CapitalParticulars No. Shares Amount (Hin Crores)Balance as at 1st April, 2015 1,09,98,10,083 109.98Changes in equity share capital during the year - - Balance as at 31st March, 2016 1,09,98,10,083 109.98Changes in equity share capital during the year - - Balance as at 31st March, 2017 1,09,98,10,083 109.98

B. Other Equity (H in Crores)Particulars Reserves and Surplus Total

General Reserve

Securities Premium Reserve

Capital Reserve

Retained Earnings

Balance as at 1st April, 2015 339.26 8,210.78 - 1,798.00 10,348.04Less : On account of scheme of arrangement - (7,228.14) 24.55 - (7,203.59)

339.26 982.64 24.55 1,798.00 3,144.45Profit for the year - - - 520.11 520.11Other Comprehensive Income for the year - - - 0.67 0.67Total Comprehensive Income for the year - - - 520.78 520.78Dividends paid - - - (197.96) (197.96)Tax on Dividend (net of credit paid) - - - (0.07) (0.07)Transaction with Owners in their capacity as Owners, recorded directly in Equity

- - - (198.03) (198.03)

Transfer to General Reserve 10.00 - - (10.00) - Others Adjustment - - - 2.22 2.22Issue of Corporate Guarantees for Group Companies (34.32) - - - (34.32)Balance as at 31st March, 2016 314.94 982.64 24.55 2,112.97 3,435.10Profit for the year - - - 221.64 221.64Other Comprehensive Income for the year - - - 0.46 0.46Total Comprehensive Income for the year - - - 222.10 222.10Transfer to General Reserve 10.00 - - (10.00) - Balance as at 31st March, 2017 324.94 982.64 24.55 2,325.07 3,657.20

The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

109

Adani Enterprises Limited 25th Annual Report 2016-17

Cash Flow Statement for the year ended 31st March, 2017(H in Crores)

Particulars For the year ended 31st March, 2017

For the year ended 31st March, 2016

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 385.95 515.96Adjustment for:

Depreciation / Amortization 78.86 79.36 Interest / Dividend from Investments (3.76) (216.80)Exchange Rate Difference Adjustment (189.59) (66.46)Net Gain on Sale of Current Investments (12.70) (10.01)Loss/(Profit) on Sale of Fixed Assets (Net) 7.25 0.27 Bad Debts / Provision for Doubtful Debts, Loans & Advances 9.84 (11.99)Liability no Longer Required to be Written back (3.90) (6.63)Finance Cost 791.71 717.14Interest Income (627.71) (665.02)Exceptional Items (Net) - (41.73)

Operating Profit before Working Capital changes 435.96 294.09Adjustment for:

Trade & Other Receivables (242.92) 1,239.48 Inventories (64.18) 50.75 Loans & Advances 0.58 4.47 Trade Payables, Other Liabilities & Provisions (180.04) (2,198.75)

Cash generated from operations (50.60) (609.95) Direct Tax (paid) / refund (95.08) (94.27)Net Cash from Operating Activities A (145.68) (704.22)

B CASH FLOW FROM INVESTING ACTIVITIESCapital Expenditure on Fixed Assets (after adjustment of increase/decrease of Capital Work-in-Progress and advances)

(136.35) (177.62)

Sale/Disposal of Fixed Assets 0.76 0.54 Loans to Subsidiary / Joint Venture Companies / Associates (Net) 1,002.26 549.85 Loans to Others (Net) (2.12) 43.88 Proceeds from Sale/Redemption of Investments in Subsidiaries / JVs / Associates 299.86 291.47 Advance against Sale of Investments in Subsidiaries / JVs / Associates - 52.00 Purchase of Investments in Subsidiaries / JVs (1,141.58) (143.63)Gain from Sale/Redemption of Investments in others (net) 12.70 10.01 Purchase of Investments in others * - Investment in Limited Liability Partnerships (0.13) - Withdrawal/(Investments) in short term deposits (net) (21.00) (12.76)Dividend from Investments 3.76 216.80 Interest Received 619.74 269.59 Net Cash used in Investing Activities B 637.89 1,100.12

(*Denotes amount less than H50,000)

110

Cash Flow Statement for period year 31st March, 2017(H in Crores)

Particulars For the year ended 31st March, 2017

For the year ended 31st March, 2016

C CASH FLOW FROM FINANCING ACTIVITIESProceeds/(Repayment) Short Term Loan from Subsidiary (Net) 178.80 300.00 Proceeds/(Repayment) from Short Term Borrowings (Net) 640.14 1,466.31 Proceeds from Long Term Borrowings - 537.04 Repayment of Long Term Borrowings (328.36) (1,947.88)Finance Cost Paid (801.49) (688.10)Dividend Paid (Including Dividend Tax) - (197.81)Net Cash from Financing Activities C (310.91) (530.44)Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 181.30 (134.54)Cash & Cash equivalent at the beginning of the year 78.63 183.19 Cash & Cash equivalent changes due to merger/de-merger - 29.98 Cash & Cash Equivalents as at the end of the year 259.93 78.63

Summary of significant accounting policies 2

Note : The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard (Ind AS-7) - Statement of Cash Flow.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

111

Adani Enterprises Limited 25th Annual Report 2016-17

1 CORPORATE INFORMATION

Adani Enterprises Limited (‘the Company’, ‘AEL’) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956, having its registered office at “Adani House”, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat, India. Its shares are listed on the Bombay Stock Exchange and National Stock Exchange. The Company is in the business of Trading of Coal and other commodities & Coal Mine Development and Operations.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)

notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS with effect from 1st April, 2016 in accordance with the notification issued by the Ministry of Corporate Affairs.

For all periods up to and including the year ended 31st March, 2016, the Company had prepared its financial statements in accordance with Accounting Standards notified under the Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’).

These financial statements are the first financial statements of the Company under Ind AS. The date of transition to Ind AS is April 1, 2015. Previous year numbers in the financial statements have been restated as per Ind AS. Refer to note 3 for information on how the transition from Previous GAAP to Ind AS has affected the previously reported financial position, financial performance and Cash Flows.

b) Basis of Preparation of Financial Statements The financial statements have been prepared on the historical cost basis except for certain financial instruments that

are measured at fair values at the end of each reporting period, as explained in the accounting policies. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date.

c) Use of Estimates and Judgements The preparation of financial statements in conformity with Ind AS requires management to make certain judgements,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (including contingent liabilities) and the accompanying disclosures. Future results could differ due to these estimates and differences between the actual results and the estimates are recognised in the periods in which the results are known / materialised.

Estimates and assumptions are required in particular for:

i) Useful life of property, plant and equipments and intangible assets: Determination of the estimated useful life of property, plant and equipment and intangible assets and the assessment

as to which components of the cost may be capitalised. Useful life of these assets is based on the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimates, taking into account the nature of the asset, estimated usage, expected residual values and operating conditions of the asset.

ii) Impairment: Determining whether property, plant and equipment and intangible assets are impaired requires an estimation of

the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted Cash Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the cash flow projections are based on estimates and assumptions relating to expected revenues, operational performance of the assets, market prices of related products or services, inflation, terminal value etc. which are considered reasonable by the management.

iii) Taxes: The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the

purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Significant management judgement is also required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits from the Income Tax Act, 1961.

Notes forming part of the Financial Statements for the year ended 31st March, 2017

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iv) Fair value measurement of financial instruments: When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured

based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

v) Defined benefit plans: The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined

using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

d) Current & Non-Current Classification Any asset or liability is classified as current if it satisfies any of the following conditions:

i) The asset/liability is expected to be realized/settled in the Company’s normal operating cycle;

ii) The asset is intended for sale or consumption;

iii) The asset/liability is held primarily for the purpose of trading;

iv) The asset/liability is expected to be realized/settled within twelve months after the reporting period;

v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date;

vi) In the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realization in cash and cash equivalents.

e) Foreign Currency Translation

i) Functional and presentation currency The financial statements are presented in Indian Rupee (H), which is entity’s functional and presentation currency.

ii) Transactions and Balances Foreign currency transactions are translated into the functional currency, for initial recognition, using the exchange

rates at the dates of the transactions.

All foreign currency denominated monetary assets and liabilities are translated at the exchange rates on the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss with the exception of exchange differences arising on long-term foreign currency monetary items recognised in the financial statements as at 31st March, 2016 and related to acquisition of a fixed assets and such differences are capitalised and depreciated over the remaining useful life of the related asset. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

f) Cash & Cash Equivalents Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

g) Property, Plant and Equipment i) Property, Plant and Equipments, including Capital Work in Progress, are stated at cost of acquisition or construction

less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price (net of tax credits, wherever applicable), import duty and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost relating to acquisition / construction

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Adani Enterprises Limited 25th Annual Report 2016-17

of Property, Plant and Equipment which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

ii) Subsequent expenditure related to an item of Property, Plant and Equipment are included in its carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other expenses on existing Property, Plant and Equipments, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

iii) The Company adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items existing as at March 31, 2016 and pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining useful life of the asset. The depreciation on such foreign exchange difference is recognised from the first day of the financial year.

iv) Depreciation is provided using straight-line method as specified in Schedule II to the Companies Act, 2013. Estimated useful life of assets are determined based on technical parameters / assessments. Depreciation on assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal. Leasehold land and Leasehold improvements are amortised over the period of the lease.

v) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the assets and is recognised in Statement of Profit and Loss.

h) Investment Properties i) Property which is held for long-term rental yields or for capital appreciation or both, is classified as Investment Property.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

ii) Investment properties currently comprises of plot of lands only and hence the same are not depreciated.

iii) Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the period in which the property is derecognised.

i) Intangible Assets i) Intangible assets are measured on initial recognition at cost and are subsequently carried at cost less any accumulated

amortisation and accumulated impairment losses, if any. Internally generated intangibles are not capitalised.

ii) The intangible assets of the Company are assessed to be of finite lives and are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Company reviews amortisation period on an annual basis.

Intangible assets are amortised on straight line basis over their estimated useful lives as follows:

Intangible Assets Estimated Useful Life (Years)Software applications 3-5 Years based on management estimate

Mine Development Assets Over a period of underlying contract

iii) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

j) Impairment of Non-Financial Assets i) The carrying amount of the non-financial assets of the Company is reviewed at each balance sheet date to determine

whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment.

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ii) The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less cost of disposal and value in use which is determined based on the estimated future cash flow discounted to their present value. All impairment losses are recognised in the Statement of Profit and Loss.

iii) An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is recognised in the Statement of Profit and Loss. The reversal is limited so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.

k) Investment in Subsidiaries, Joint Ventures and Associates Investment in Subsidiaries, Joint Ventures and Associates are measured at cost less impairment in accordance with Ind AS

27 “Separate Financial Statements”.

l) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of direct issue costs.

A) Financial Assets All financial assets, except investment in subsidiaries, associates and joint ventures are recognised initially at fair

value.

The measurement of financial assets depends on their classification, as described below:

1) At amortised cost A financial asset is measured at the amortised cost if both the following conditions are met :

(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

(b) Contractual terms of the asset give rise, on specified dates, to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

2) At Fair Value through Other Comprehensive Income (FVTOCI) A financial asset is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI) and on derecognition,

Notes forming part of the Financial Statements for the year ended 31st March, 2017

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Adani Enterprises Limited 25th Annual Report 2016-17

cumulative gain or loss previously recognised in OCI is reclassified to Statement of Profit and Loss. For equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment.

3) At Fair Value through Profit & Loss (FVTPL) FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets

included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Derecognition On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the

consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in Statement of Profit and Loss if such gain or loss would have otherwise been recognised in Statement of Profit and Loss on disposal of that financial asset.

Impairment of financial assets The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the

financial assets and credit risk exposure. The Company assesses on a forward looking basis the expected credit losses associated with its receivables based on historical trends and past experience.

The Company follows ‘Simplified Approach’ for recognition of impairment loss allowance on all trade receivables or contractual receivables. Under the simplified approach the Company does not track changes in credit risk, but it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. If credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.

ECL is the difference between all contracted cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original EIR. ECL impairment loss allowance (or reversal) recognised during the period is recognised as income / (expense) in the Statement of Profit and Loss.

B) Financial Liabilities Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The

measurement of financial liabilities depends on their classification, as described below:

At amortised cost This is the category most relevant to the Company. After initial recognition, financial liabilities are subsequently

measured at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

At fair value through Profit & Loss (FVTPL) Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities

designated upon initial recognition as such. Subsequently, any changes in fair value are recognised in the Statement of Profit and Loss.

Derecognition of Financial Liability A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The

difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Notes forming part of the Financial Statements for the year ended 31st March, 2017

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C) Derivative financial instruments

Initial recognition and subsequent measurement The Company uses derivative financial instruments such as forward and options currency contracts to hedge its

foreign currency risks. Such derivative financial instruments are initially recognised and subsequently measured at fair value through profit or loss (FVTPL). Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivative financial instrument are recognised in the Statement of Profit and Loss and reported with foreign exchange gains/(loss) not within results from operating activities. Changes in fair value and gains/(losses) on settlement of foreign currency derivative financial instruments relating to borrowings, which have not been designated as hedge are recorded as finance expense.

m) Income Taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the

year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

i) Current Income Tax Provision for current tax is measured at the amount of tax expected to be payable on the taxable income for the year

as determined in accordance with the provisions of the Income Tax Act, 1961. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.

Current tax assets and liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

ii) Deferred Tax Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are

recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of unrecognised deferred tax assets are reviewed at each reporting date to assess their realisability and corresponding adjustment is made to carrying values of deferred tax assets in the financial statements.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset where a legally enforceable right exists to offset current tax assets and liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax includes MAT tax credit. The Company recognises tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. The Company reviews the such tax credit asset at each reporting date to assess its recoverability.

n) Inventories i) Inventories are valued at lower of cost or net realisable value.

ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

iii) The basis of determining cost for various categories of inventories are as follows:

Notes forming part of the Financial Statements for the year ended 31st March, 2017

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Adani Enterprises Limited 25th Annual Report 2016-17

Raw material Weighted Average Cost

Traded goods Weighted Average Cost

Stores and Spares Weighted Average Cost

iv) Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale. Necessary adjustment for shortage / excess stock is given based on the available evidence and past experience of the Company.

o) Provision, Contingent Liabilities and Contingent Assets Provisions are recognised for when the Company has at present, legal or contractual obligation as a result of past events,

only if it is probable that an outflow of resources embodying economic outgo or loss will be required and if the amount involved can be measured reliably. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities being a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more future events not wholly in control of the Company are not recognised in the accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in notes to the financial statements.

Contingent assets are not recognised in the financial statements. the nature of such assets and an estimate of its financial effect are disclosed in notes to the financial statements.

p) Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the

revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment. Amounts disclosed as Revenue are net of returns, trade allowances, rebates and taxes or duties collected on behalf of the government.

The specific recognition criteria described below must also be met before revenue is recognised.

Sale of Goods Revenue from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have been

passed to the customer.

Rendering of Services Revenue from services rendered is recognised when the work is performed and as per the terms of agreement.

Dividends Revenue is recognised when the Company’s right to receive the payment is established, which is generally when

shareholders approve the dividend.

Interest Income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate

applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

q) Employee Benefits Employee benefits includes gratuity, compensated absences, contribution to provident fund, employees’ state insurance

and superannuation fund.

Short Term Employee Benefits Employee benefits payable wholly within twelve months of rendering the services are classified as short term employee

benefits and recognised in the period in which the employee renders the related service.

Post Employment Benefits

i) Defined Contribution Plans Retirement benefits in the form of provident fund and superannuation fund are defined contribution schemes. The

Notes forming part of the Financial Statements for the year ended 31st March, 2017

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Company has no obligation, other than the contribution payable to the provident fund. The Company recognises contribution payable to the these funds as an expense, when an employee renders the related service.

ii) Defined Benefit Plans The Company operates a defined benefit gratuity plan. The cost of providing benefits under the defined benefit plan

is determined based on actuarial valuation, carried out by an independent actuary, using the projected unit credit method. The liability for gratuity is funded annually to a gratuity funds maintained with the Life Insurance Corporation of India and SBI Life Insurance Company Limited.

Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Net interest is calculated by applying the discount rate to the net balance of defined benefit liability or asset.

The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss in the line item “Employee Benefits Expense”:

- Service cost including current service cost, past service cost, gains and losses on curtailments and non-routine settlements; and

- Net interest expense or income

iii) Other Long Term Employee Benefits Other long term employee benefits comprise of compensated absences/leaves. The actuarial valuation is done as

per projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

iv) For the purpose of presentation of defined benefit plans and other long term benefits, the allocation between current and non-current provisions has been made as determined by an actuary.

r) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily

takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs also includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing costs. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

s) Leases A lease is classified at the inception date as a finance lease or an operating lease. Leases are classified as finance leases

whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Company has identified all its leases as operating leases.

i) Assets taken on operating lease : Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis

over the lease term.

ii) Assets given on operating lease : Assets subject to operating leases are included in fixed assets. Rental income from operating leases is recognised

in the statement of profit and loss on a straight-line basis over the lease term. Costs including depreciation are recognised as an expense in the statement of profit and loss.

t) Segment Accounting Operating segments are reported in a manner consistent with the internal reporting to management. For management

purposes, the Company is organised into business units based on its products and services.

Operating results of the business units are monitored separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

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Adani Enterprises Limited 25th Annual Report 2016-17

u) Related Party Transactions Disclosure of transactions with Related Parties, as required by Ind AS 24 “Related Party Disclosures” has been set out

in a separate note. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Company.

v) Earning Per Share Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Company by the

weighted average number of equity shares outstanding during the year. Diluted EPS is computed by adjusting the profit or loss attributable to the ordinary equity shareholders and the weighted average number of equity shares, for the effects of all dilutive potential equity shares.

w) Proposed Dividend The Company recognises a liability to pay dividend to equity holders when the distribution is authorised and the distribution

is no longer at the discretion of the Company. As per the Companies Act 2013, a distribution is authorised when it is approved by the shareholders. a corresponding amount is recognised directly in equity.

x) Service Work in Progress Service Work in Progress is valued at lower of cost and net realisable value. Cost is determined based on Weighted Average

Cost Method.

Service Work In Progress represents closing inventory of Washed and Reject Coal, which is not owned by the Company as per the terms of MDO contract. Hence, this represents work performed under contractual liability in bringing this inventory to its present condition and location.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

y) Overburden Cost Adjustment Overburden removal expenses incurred during production stage are charged to revenue based on waste-to-ore ratio,

(commonly known as Stripping Ratio in the industry). This ratio is taken based on the current operational phase of overall mining area. To the extent the current period ratio exceeds the expected Stripping Ratio of a phase, excess overburden costs incurred in a period are deferred and shown under “Other Non-Current Assets”.

z) Expenditure Expenses are net of taxes recoverable, where applicable.

3 FIRST-TIME ADOPTION OF IND-AS The Company has adopted Ind AS from 1st April, 2016 and the date of transition to Ind AS is 1st April, 2015. These being the

first financial statements in compliance with Ind AS, the impact of transition has been accounted for in opening reserves and comparable periods have been restated in accordance with Ind AS 101 –“First-time Adoption of Indian Accounting Standards”. The Company has presented a reconciliation of its equity under Previous GAAP to its equity under Ind AS as at 1st April, 2015 and 31st March, 2016 and of the total comprehensive income for the year ended 31st March, 2016 as required by Ind AS 101.

Following are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Previous GAAP to Ind AS.

a) Deemed cost of property, plant and equipment and intangible assets The Company has elected to continue with the carrying value of all its property, plant and equipments and intangible

assets recognised as of 1st April, 2015 measured as per the Previous GAAP and use that carrying value as its deemed cost on transition date.

b) Deemed cost of investments in subsidiaries, joint ventures and associates The Company has elected to continue with the carrying value of its investment in subsidiaries, joint ventures and associates

recognised as of 1st April, 2015 measured as per the Previous GAAP and use that carrying value as its deemed cost of transition date.

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c) Exchange differences on long term foreign currency borrowings The Company has elected to continue the policy adopted for accounting for exchange differences arising from translation

of long-term foreign currency monetary items outstanding and recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as at 31st March, 2016 as per the Previous GAAP.

d) Business Combinations The Company has elected to apply Ind AS 103 “Business Combination” prospectively to Business Combinations occurring

after its transition date. Hence, the Company has not restated past business combinations that have an acquisition date prior to the transition date.

e) Embedded Leases The Company has opted not to apply the requirements of Appendix C to Ind AS 17 retrospectively. Based on this exemption,

assessment of whether an arrangement contains a lease or not has been made on the basis of facts and circumstances existing as at the transition date, instead of at the inception of contract or arrangement.

f) Derecognition of financial assets and financial liabilities The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for

transactions occurring on or after transition date.

g) Classification and measurement of financial assets The Company has assessed classification and measurement of financial assets on the basis of facts and circumstances

that exist as on transition date.

h) Impairment of financial assets The Company has applied impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it

has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.

i) Assessment of embedded derivatives The Company has assessed whether an embedded derivative is required to be separated from the host contract and

accounted for as a derivative on the basis of the conditions that existed at the later of the date it first became a party to the contract and the date when there has been a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract.

3.1 Reconciliations between Previous GAAP and Ind ASInd AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior period. The following tables represent the reconciliations from Previous GAAP to Ind AS:

Reconciliation of Equity as at 31st March, 2016 and 1st April, 2015 : (H in Croress)Particulars Notes As at

31st March, 2016As at

1st April, 2015Total Equity as per Previous GAAP 3,560.30 10,278.06On account of scheme of arrangement - (7,203.59)

3,560.30 3,074.47i) MTM effect of derivatives (a) (2.60) (0.82)ii) Impact of accounting of financial instruments at amortised cost (b) 5.07 (0.30)iii) Accounting for asset retirement obligations (d) (1.49) (0.97)iv) Deferred tax impact on the above adjustments (e) (16.20) (3.27)v) Reversal of proposed dividend (including tax) (f) - 185.32Total Equity as per Ind AS 3,545.08 3,254.43

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Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

Reconciliation of Total Comprehensive Income for the year ended 31st March, 2016: (H in Crores)Particulars Notes For the year ended

31st March, 2016Net Profit as per Previous GAAP 496.33i) MTM effect of derivatives (a) (1.79)ii) Impact of accounting of financial instruments at amortised cost (b) 39.70iii) Actuarial (gains) / losses reclassified to other comprehensive income (c) (1.02)iv) Accounting for asset retirement obligations (d) (0.53)v) Deferred tax impact on the above adjustments (e) (12.58)Net profit after tax as per Ind AS 520.11 Other Comprehensive Income (net of taxes) 0.67 Total Comprehensive Income under Ind AS 520.78

Notes to above reconciliations :

a) MTM on derivative financial instruments : Derivative financial instruments have been fair valued through profit and loss under Ind AS. Under Previous GAAP, the

net mark to market losses on derivative financial instruments, other than those designated as cash flow hedges, were recognised in statement of profit and loss, and the net gains, if any, were ignored.

b) Impact on accounting of financial instruments at amortised cost : The Company has valued financial assets (other than investment in joint ventures, subsidiaries and associates which are

accounted at cost) and financial liabilities, at fair value at the inception of the contract. Impact of fair value changes as on date of transition, is recognised in opening reserves. These financial instruments have been subsequently accounted under the amortised cost model, with resultant changes thereafter being recognised in statement of profit and loss.

c) Actuarial Valuation : Actuarial gains / losses on account of changes in actuarial assumptions are recognised in other comprehensive income.

d) Accounting for asset retirement obligations : Cost of decommissioning any item of property, plant and equipment is included in the initial cost thereof and a liability

equivalent to present value of such costs is recognised. Depreciation on asset and imputed interest on the provision is subsequently recognised in the statement of profit and loss.

e) Deferred tax : The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and

loss approach in the Previous GAAP) for computation of deferred taxes has resulted in charge to reserves on the date of transition, with consequential impact in the statement of profit and loss for the subsequent periods.

f) Reversal of proposed dividend (including tax) : Under Previous GAAP, dividends proposed by the Board of Directors after the reporting date but before the approval

of financial statements were considered to be adjusting event and accordingly recognised (along with related dividend distribution tax) as liability at the reporting date. Under Ind AS, dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, provision for so proposed dividend and dividend distribution tax recognised under Previous GAAP has been reversed.

122

Notes forming part of the Financial Statements for the year ended 31st March, 2017

Reconciliation of Balance Sheets as at 31st March, 2016 and 1st April, 2015 : (H in Crores)Particulars As at 31st March, 2016 As at 1st April, 2015

Previous GAAP

Ind ASAdjustments

Ind AS Previous GAAP

On account of Scheme of Arrangement

Previous GAAP post Scheme of

Arrangement

Ind ASAdjustments

Ind AS

ASSETSNon-Current AssetsProperty, Plant & Equipment 429.22 (4.32) 424.90 874.25 (438.79) 435.46 (2.71) 432.75Capital Work-in-Progress 851.15 - 851.15 270.37 445.73 716.10 - 716.10Investment Property - 8.06 8.06 - - - 6.59 6.59Other Intangible Assets 654.07 - 654.07 23.44 641.67 665.11 - 665.11Financial Assets(i) Investments 1,081.43 19.79 1,101.22 6,953.42 (5,798.76) 1,154.66 - 1,154.66(ii) Loans 32.32 - 32.32 856.14 (635.73) 220.41 - 220.41(iii) Other Financial Assets 263.99 (7.92) 256.07 76.97 187.65 264.62 (24.92) 239.70Income Tax Assets (net) 134.74 - 134.74 87.19 5.94 93.13 - 93.13Deferred Tax Assets (net) 341.66 (16.21) 325.45 272.25 - 272.25 (3.27) 268.98Other Non-Current Assets 143.29 16.99 160.28 130.72 24.91 155.63 19.17 174.80

3,931.87 16.39 3,948.26 9,544.75 (5,567.38) 3,977.37 (5.14) 3,972.23Current AssetsInventories 530.38 - 530.38 584.92 8.26 593.18 - 593.18Financial Assets(i) Investments 1.00 - 1.00 1.00 - 1.00 - 1.00(ii) Trade Receivables 2,641.97 - 2,641.97 3,794.76 172.52 3,967.28 - 3,967.28(iii) Cash & Cash Equivalents 78.63 - 78.63 182.80 29.98 212.78 - 212.78(iv) Other Balances with

Banks68.44 (13.20) 55.24 55.46 - 55.46 (0.82) 54.64

(v) Loans 5,986.20 - 5,986.20 7,463.40 (1,437.76) 6,025.64 - 6,025.64(vi) Others Financial Assets 227.85 2.47 230.32 97.40 13.23 110.63 1.97 112.60Other Current Assets 929.38 2.67 932.05 903.61 (0.35) 903.26 14.25 917.51

10,463.85 (8.06) 10,455.79 13,083.35 (1,214.12) 11,869.23 15.40 11,884.63Total Assets 14,395.72 8.33 14,404.05 22,628.10 (6,781.50) 15,846.60 10.26 15,856.86EQUITY AND LIABILITIESEQUITYEquity Share Capital 109.98 - 109.98 109.98 - 109.98 - 109.98Other Equity 3,450.32 (15.22) 3,435.10 10,168.08 (7,203.59) 2,964.49 179.96 3,144.45Total Equity 3,560.30 (15.22) 3,545.08 10,278.06 (7,203.59) 3,074.47 179.96 3,254.43LIABILITIESNon-Current LiabilitiesFinancial Liabilities(i) Borrowings 1,911.33 - 1,911.33 2,521.76 242.25 2,764.01 - 2,764.01(ii) Other Financial Liabilities 541.47 (0.08) 541.39 289.49 - 289.49 (0.12) 289.37Provisions 9.12 5.24 14.36 5.69 1.49 7.18 4.85 12.03Other Non-Current Liabilities 52.00 0.08 52.08 * - * 1.59 1.59

2,513.92 5.24 2,519.16 2,816.94 243.74 3,060.68 6.32 3,067.00Current LiabilitiesFinancial Liabilities(i) Borrowings 4,119.23 - 4,119.23 2,635.20 (9.29) 2,625.91 - 2,625.91(ii) Trade Payables 2,964.98 (27.28) 2,937.70 5,781.91 14.82 5,796.73 (36.19) 5,760.54(iii) Other Financial Liabilities 815.52 29.90 845.42 856.74 169.74 1,026.48 37.01 1,063.49Other Current Liabilities 391.75 15.69 407.44 65.56 2.00 67.56 8.48 76.04Provisions 30.02 - 30.02 193.69 1.08 194.77 (185.32) 9.45

8,321.50 18.31 8,339.81 9,533.10 178.35 9,711.46 (176.02) 9,535.43Total Equity and Liabilities 14,395.72 8.33 14,404.05 22,628.10 (6,781.50) 15,846.60 10.26 15,856.86

(*Denotes amount less than H50,000)

123

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

Reconciliation of Statement of Profit & Loss for the year ended 31st March, 2016 : (H in Crores)Particulars For the year ended 31st March, 2016

Previous GAAP

Ind ASAdjustments

Ind AS

RevenueRevenue from Operations 8,148.86 - 8,148.86Other Income 924.14 53.51 977.64Total Revenue 9,073.00 53.51 9,126.50ExpensesPurchase of Stock-in-Trade 6,092.91 - 6,092.91Changes in Inventories of Stock-in-Trade 51.43 - 51.43Employee Benefits Expense 238.36 1.02 239.39Finance costs 708.63 8.51 717.14Depreciation & Amortisation 79.22 0.14 79.36Operating and Other Expenses 1,464.57 7.47 1,472.04Total Expenses 8,635.13 17.14 8,652.27Profit/(Loss) before Exceptional items and tax 437.87 36.36 474.23Add/(Less) : Exceptional items 41.73 - 41.73Profit / (Loss) Before Tax 479.60 36.36 515.96Tax ExpenseCurrent Tax 53.17 - 53.17Adjustment of Earlier Years 20.16 - 20.16Deferred Tax (including MAT) (90.06) 12.58 (77.48)Total Tax Expenses (16.73) 12.58 (4.15)Profit / (Loss) For The Year 496.33 23.78 520.11Other Comprehensive Income(a) Items that will not be reclassified to profit and loss - 1.02 1.02 (b) Income tax relating to items that will not be reclassified to profit and loss - (0.35) (0.35)(c) Items that will be reclassified to profit and loss - - - (d) Income tax relating to items that will be reclassified to profit and loss - - - Total Other Comprehensive Income - 0.67 0.67Total Comprehensive Income for the Year 496.33 24.45 520.78

Reconciliation of Statement of Cash Flows : The transition from Previous GAAP to Ind AS has not had a material impact on the statement of cash flows.

3.2 Impact of Scheme of Arrangement as at 1st April, 2015 :The Hon’ble Gujarat High Court vide its Order dated 7th May, 2015 has sanctioned the Composite Scheme of Arrangement between the Company, Adani Ports and Special Economic Zone Limited (APSEZL), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective Shareholders and Creditors pursuant to the provisions of Section 391 to 394 and the other provisions of the Companies Act, 1956 and Companies Act, 2013 (“Scheme”). The Scheme with effect from Appointed Date i.e. 1st April, 2015 inter alia provided for :

(i) Demerger of Port Undertaking, Power Undertaking and Transmission Undertaking comprising the undertaking, businesses, activities, operations, assets (movable and immovable) and liabilities of AEL and transfer of the same to APSEZL, APL and ATL respectively.

(ii) Merger of AMPL into the Company.

The transition from Previous GAAP to Ind AS has been considered after giving effect to scheme of arrangement.

124

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125

Adani Enterprises Limited 25th Annual Report 2016-17

4 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS (contd.)

Notes forming part of the Financial Statements for the year ended 31st March, 2017

a) Out of above assets following assets given on operating lease as on 31st March, 2017.

(H in Crores)

Particulars Gross Block As at

31st March, 2017

Accumulated Depreciation

Net Block As at

31st March, 2017

Depreciation charge for the

year

Land 11.22 - 11.22 -Building Office Building 46.19 1.52 44.67 0.77 Factory Building 2.97 0.24 2.73 0.12Plant & Machinery 2.41 1.15 1.26 0.52Total 62.79 2.91 59.88 1.4131st March, 2016 63.60 1.70 61.89 1.70

The total future minimum lease rentals receivable at the Balance Sheet date is as under:

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016i) For a period not later than one year 2.16 2.81 ii) For a period later than one year and not later than five years 2.98 3.17 iii) For a period later than five years 17.19 17.68

22.33 23.66

b) Office buildings includes cost of shares in Co-operative Housing Society H3,500/- (31st March, 2016: H3,500/-).

c) Office buildings includes H2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity shares of B type of H100 each fully paid-up) in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the Company is enjoying rights in the leasehold land and H1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.

d) Land of H1.24 Crores and Buildings of H1.68 Crores are pending for registrations in the name of the Company.

e) For security / mortgage, Refer note 22 and 26.

126

Notes forming part of the Financial Statements for the year ended 31st March, 2017

5 CAPITAL WORK-IN-PROGRESS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Capital Work-in-Progress 577.69 782.11 643.75 Capital Inventory 43.91 69.04 72.35

621.60 851.15 716.10

a) Includes Building of H0.85 Crores (31st March, 2016 : H0.85 Crores, 1st April, 2015 : H0.85 Crores) which is in dispute and the matter is sub-judice.

b) Agricultural Land of H0.45 Crores (31st March, 2016: H0.45 Crores, 1st April, 2015 H0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.

c) Includes Company’s share in Unincorporated Joint Venture Assets of H94.64 Crores (31st March, 2016: H94.79 Crores) (Refer Note 48 a)

d) Includes cost incurred by Company as Mine Developer cum Operator for Machhakata and Chendipada coal blocks, allotment of which have been cancelled pursuant to Coal Mines (Special provision) ordinance, 2014. The Company has filed claim for cost of investment in respect of Machhakata coal block with MahaGuj Collieries Ltd. and for Chendipada coal block with UCM Coal Company Ltd. Pending final outcome, no adjustment in the carrying value of respective blocks in CWIP as such has been considered, as the same will be given effect in subsequent period on ascertainment of amount.

e) Includes expenses directly attributable to construction period of H253.33 Crores (31st March, 2016: H267.10 Crores, 1st April, 2015 : H282.39 Crores) (Refer Note 49).

6 INVESTMENT PROPERTY (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Gross Carrying Amount of LandOpening Gross Values 8.06 6.59 Additions during the year 1.31 1.50 Disposals during the year - (0.03)Balance as at the end of the year 9.37 8.06 Accumulated Depreciation - - Net Carrying Amount 9.37 8.06

a) Fair Value of Investment Properties The fair value of the Company’s investment properties at the end of the year have been determined on the basis of valuation

carried out by the management based on the transacted prices near the end of the year in the location and category of the properties being valued. The fair value measurement for all of the investment properties has been categorised as a level 2 fair value based on the inputs to the valuation techniques used. Total fair value of Investment Properties is H9.37 Crores (31st March, 2016 : H8.06 Crores, 1st April, 2015 : H6.59 Crores)

b) During the year, the Company carried out a review of the recoverable amount of investment properties. As a result, there were no allowances for impairment required for these properties.

c) The Company has neither generated any rental income nor incurred any direct operating expense for these Investment Properties.

127

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015I TRADE INVESTMENTS(a) Investment in Equity Instruments of Subsidiary companies -

Unquoted (all fully paid)1) 64,000 (31st March, 2016 : 64,000, 1st April, 2015 : 64,000)

Equity Shares of Adani Global Ltd. of $ 100/- each30.90 30.90 30.90

2) 4,56,10,000 (31st March, 2016 : 4,56,10,000, 1st April, 2015 : 4,56,10,000) Equity Shares of Adani Agri Fresh Ltd. of H10/- each

45.61 45.61 45.61

3) 9,98,28,000 (31st March, 2016 : 9,98,28,000, 1st April, 2015 : 9,98,28,000) Equity Shares of Adani Agri Logistics Ltd. of H10/- each

99.83 99.83 99.83

4) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Pench Power Ltd. of H10/- each

0.05 0.05 0.05

5) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Kutchh Power Generation Ltd. of H10/- each

0.05 0.05 0.05

6) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Power Dahej Ltd. of H10/- each

0.05 0.05 0.05

7) 13,61,228 (31st March, 2016 : 13,61,228, 1st April, 2015 : 13,61,228) Equity Shares of Adani Energy Ltd. of H10/- each

1.36 1.36 1.36

Less: Provision for Diminution in value (1.36) - (1.36) - (1.36) -8) Nil (31st March, 2016 : 25,67,42,040, 1st April, 2015 :

25,67,42,040) Equity Shares of Adani Gas Ltd. of H10/- each- 232.46 232.46

9) 3,70,000 (31st March, 2016 : 3,70,000, 1st April, 2015 : 3,70,000) Equity Shares of Rajasthan Collieries Ltd. of H10/- each

0.37 0.37 0.37

10) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Shipping (India) Pvt. Ltd. of H10/- each

0.05 0.05 0.05

11) Nil (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Gas Holdings Ltd. (Formerly known as Mundra LNG Ltd.) of H10/- each

- 0.05 0.05

12) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Natural Growers Pvt. Ltd. of H10/- each

0.05 0.05 0.05

13) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Chendipada Collieries Pvt. Ltd. of H10/- each

0.05 0.05 0.05

14) 86,45,003 (31st March, 2016 : 86,45,003, 1st April, 2015 : 65,00,003) Equity Shares of Adani Welspun Exploration Ltd. of H10/- each

37.22 37.22 24.35

15) 3,70,000 (31st March, 2016 : 3,70,000, 1st April, 2015 : 3,70,000) Equity Shares of Parsa Kente Collieries Ltd. of H10/- each

0.37 0.37 0.37

16) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (MP) Ltd. of H10/-each

- 1.00 1.00

128

Notes forming part of the Financial Statements for the year ended 31st March, 2017

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 201517) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 :

10,00,000) Equity Shares of Adani Agri Logistics (Ujjain) Ltd. of H10/-each

- 1.00 1.00

18) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Harda) Ltd. of H10/-each

- 1.00 1.00

19) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Hoshangabad) Ltd. of H10/-each

- 1.00 1.00

20) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Dewas) Ltd. of H10/-each

- 1.00 1.00

21) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Satna) Ltd. of H10/-each

- 1.00 1.00

22) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani SynEnergy Ltd. of H10/-each

0.05 0.05 0.05

23) 1,50,000 (31st March, 2016 : 1,50,000, 1st April, 2015 : 1,50,000) Equity Shares of Adani Minerals Pty Ltd. of AUD 1 each

0.85 0.85 0.85

24) 64,96,89,000 (31st March, 2016 : 8,16,00,000, 1st April, 2015 : 25,500) Equity Shares of Adani Green Energy Ltd. of H10/-each (Refer note 7 (a)(i))

696.95 101.39 0.03

25) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : Nil) Equity Shares of Adani Defence Systems & Technologies Ltd. of H10/- each

0.05 0.05 -

26) 49,950 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Mahaguj Power Ltd. of H10/- each

0.05 0.05 0.05

27) 10,000 (31st March, 2016 : 10,000, 1st April, 2015 : 10,000) Equity Shares of Adani Chendipada Mining Pvt. Ltd. of H10/- each

0.01 0.01 0.01

28) 10,000 (31st March, 2016 : 10,000, 1st April, 2015 : 10,000) Equity Shares of Adani Resources Pvt. Ltd. of H10/- each

0.01 0.01 0.01

29) 10,000 (31st March, 2016 : 10,000, 1st April, 2015 : 10,000) Equity Shares of Surguja Power Pvt. Ltd. of H10/- each

0.01 0.01 0.01

30) 25,500 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Jhar Mining Infra Pvt. Ltd. of H10/- each

0.03 0.05 0.05

31) 13,67,10,000 (31st March, 2016 : 2,40,10,000, 1st April, 2015 : Nil) Equity Shares of Prayatna Developers Pvt. Ltd. of H10/- each (Refer note 7 (a)(ii))

136.71 24.01 -

32) 10,00,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of Talabira (Odisha) Mining Pvt. Ltd. (Formerly known as Korba Clean Coal Pvt. Ltd.) of H10/- each

1.00 - -

33) 50,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of Adani Cementation Ltd. of H10/-each

0.05 - -

(contd.)

129

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 201534) 50,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity

Shares of Adani Infrastructure Pvt. Ltd. of H10/- each0.05 - -

35) Nil (31st March, 2016 : Nil, 1st April, 2015 : 50,000) Equity Shares of Dhamra LNG Terminal Pvt. Ltd. of H10/- each

- - 0.05

36) Nil (31st March, 2016 : Nil, 1st April, 2015 : 50,000) Equity Shares of Adani Infra (India) Ltd. of H10/- each

- - 0.05

(b) Investment in Equity Instruments of Joint venture companies - Unquoted (all fully paid)

1) Nil (31st March, 2016 : 5,71,47,443, 1st April, 2015 : 5,71,47,443) Equity Shares of Adani Wilmar Ltd. of H10/- each (Refer note 7 (c))

- 341.38 341.38

2) 5,100 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of Adani Elbit Advanced Systems India Ltd. of H10/- each

0.01 - -

(c) Investment in Equity Instruments of Associate companies - Unquoted (all fully paid)

1) Nil (31st March, 2016 : 3,01,31,000, 1st April, 2015 : 3,01,31,000) Equity Shares of Adani Murmugao Port Terminal Pvt. Ltd. of H10/- each

- 30.13 30.13

2) 3,52,000 (31st March, 2016 : 3,52,000, 1st April, 2015 : 3,52,000) Equity Shares of Mundra SEZ Textile & Apparel Park Pvt. Ltd. of H10/- each

0.35 0.35 0.35

3) Nil (31st March, 2016 : 3,12,13,000, 1st April, 2015 : 52,13,000) Equity Shares of Adani Kandla Bulk Terminal Pvt. Ltd. of H10/- each

- 31.21 5.21

4) 4,82,00,000 (31st March, 2016 : 4,82,00,000, 1st April, 2015 : 4,82,00,000) Equity Shares of GSPC LNG Ltd. of H10/- each

48.20 48.20 48.20

5) 78,400 (31st March, 2016 : 78,400, 1st April, 2015 : 78,400) Equity Shares of CSPGCL AEL Parsa Collieries Ltd. of H10/- each

0.08 0.08 0.08

(d) Investment in preference shares of Subsidiary companies - Unquoted (all fully paid)

1) 5,69,61,000 (31st March, 2016 : 5,69,61,000, 1st April, 2015 : 5,69,61,000) Preference Shares of Adani Agri Fresh Ltd. of H10/- each

56.96 56.96 56.96

2) Nil (31st March, 2016 : Nil, 1st April, 2015 : 3,67,415) Redeemable Preference Shares of Adani Global Ltd. of $ 100/- each

- - 229.63

(e) Investment in Debentures of Subsidiary companies - Unquoted (all fully paid)

1) 79,80,000 (31st March, 2016 : 12,00,000, 1st April, 2015 : Nil) 10.50% Compulsory Convertible Debentures of Prayatna Developers Pvt. Ltd. of H100/- each (Refer note 7 (a)(iii))

79.80 12.00 -

2) 6,30,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 10.00% Compulsory Convertible Debentures of Prayatna Developers Pvt. Ltd. of H100/- each

6.30 - -

(contd.)

130

Notes forming part of the Financial Statements for the year ended 31st March, 2017

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 20153) 3,00,00,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil)

0% Compulsory Convertible Debentures of Adani Green Technology Ltd. (Formerly known as Sami Solar (Gujarat) Pvt. Ltd.) of H100/- each

300.00 - -

4) 2,76,72,604 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debentures of Adani Pench Power Ltd. of H100/- each (Refer Note 7 (f))

276.73 - -

5) 7,63,29,945 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debenture of Adani Power Dahej Ltd. of H100/- each (Refer Note 7 (f))

763.30 - -

6) 1,18,38,880 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debentures of Kutchh Power Generation Ltd. of H100/- each (Refer Note 7 (f))

118.39 - -

7) 46,81,342 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debentures of Natural Growers Pvt. Ltd. of H100/- each (Refer Note 7 (f))

46.81 - -

(f) Investment in Equity Instruments of Other Companies - Unquoted (all fully paid)

1) Nil (31st March, 2016 : 1,100, 1st April, 2015 : 1,100) Equity Shares of Parsa Kente Rail Infrastructure Pvt. Ltd. of H10/- each

- * *

(g) Investment in Limited Liability Partnerships1) Adani Commodities LLP 341.39 - -2) Adani Tradecom LLP 0.06 - -3) Adani Tradewing LLP 0.06 - -4) Adani Tradex LLP 1.26 - -

3,090.12 1,099.90 1,153.34II NON TRADE INVESTMENTS(a) Investment in Equity Instruments - Unquoted (all fully paid)1) 20,000 (31st March, 2016 : 20,000, 1st April, 2015 : 20,000)

Equity shares of Kalupur Commercial Co-op. Bank of H25/- each

0.05 0.05 0.05

2) Nil (31st March, 2016 : 12,50,000, 1st April, 2015 : 12,50,000) Equity shares of Indian Energy Exchange Ltd. of H10/- each (Refer note 7 (c))

- 1.25 1.25

3) 4 (31st March, 2016 : 4, 1st April, 2015 : 4) Equity Shares Of The Cosmos Co.Op.Bank Ltd. of H25/- each

* * *

4) 4,000 (31st March, 2016 : 4,000, 1st April, 2015 : 4,000) Equity Shares of Shree Laxmi Co-op Bank Ltd. of H25 each

0.01 0.01 0.01

Less : Provision for diminution in value (0.01) - (0.01) - (0.01) - (b) Investment in Government or Trust securities - Unquoted

6 Year National Saving certificates 0.03 0.02 0.02(Lodged with Government departments)Total (II) 0.08 1.32 1.32Total (I + II) 3,090.20 1,101.22 1,154.66

(contd.)

131

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Aggregate amount of quoted investments - - -Market value of the quoted investment - - -Aggregate amount of unquoted investments 3,090.20 1,101.22 1,154.66Aggregate provision for diminution in value of investments 1.37 1.37 1.37

(*Denotes amount less than H50,000)

Notes:7 a) Details of Shares pledged

i) Includes 3,433,320 (31st March, 2016: Nil, 1st April, 2015: Nil) shares pledged against loans taken by subsidiary company - Adani Green Energy Ltd. from banks / financial institutions.

ii) Includes 39,303,000 (31st March, 2016: Nil, 1st April, 2015: Nil) shares pledged against loans taken by subsidiary company - Prayatna Developers Pvt. Ltd. from banks / financial institutions.

iii) Includes 4,069,800 (31st March, 2016: Nil, 1st April, 2015: Nil) debentures pledged against loans taken by subsidiary company - Prayatna Developers Pvt. Ltd. from banks / financial institutions.

7 b) Net Worth of six subsidiaries as on 31st March, 2017 has been eroded and there is a consequent possibility of impairment of Equity investment of H0.20 Crores. Looking to the subsidiaries future business plans and growth prospects, such impairment if any is considered to be temporary in nature and no provision for diminution in value of investment is made in the accounts of the Company.

7 c) Details of Interest in Limited Liability Partnerships:

Name of LLP Name of Partner Total Capital (Hin Crores)

Share of Each Partner

Adani Commodities LLP Adani Enterprises Ltd 724.35 99.90% Adani Infrastructure Pvt Ltd * 0.10%

Adani Tradecom LLP Adani Enterprises Ltd 0.06 99.00% Adani Infrastructure Pvt Ltd * 1.00%

Adani Tradewing LLP Adani Enterprises Ltd 0.06 99.90% Adani Infrastructure Pvt Ltd * 0.10%

Adani Tradex LLP Adani Enterprises Ltd 12.51 99.00% Adani Infrastructure Pvt Ltd * 1.00%

(*Denotes amount less than H50,000)

7 d) The Company has transferred its investment in Adani Wilmar Ltd and Indian Energy Exchange Ltd. to Adani Commodities LLP and Adani Tradex LLP respectively as its capital contribution.

7 e) The difference in Investment in LLPs vis-à-vis capital balance in LLP is on account of accounting of investment in LLPs at Fair value.

7 f) Compulsory Convertible Debenture allotted against conversion of loan as under:

Name of the Company No. of debenturesAdani Pench Power Ltd. 26,277,875Adani Power Dahej Ltd. 72,753,235Kutchh Power Generation Ltd. 11,220,380Natural Growers Pvt. Ltd. 4,460,705

(contd.)

132

Notes forming part of the Financial Statements for the year ended 31st March, 2017

8 NON CURRENT LOANS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodLoans to related parties (Refer Note 45) 87.75 29.00 216.44Loan to employees - 3.32 3.97

87.75 32.32 220.41

9 OTHER NON CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodSecurity deposit 41.60 242.87 238.88 Bank deposit with maturity > 12 Months 41.51 13.20 0.82

83.11 256.07 239.70

10 INCOME TAX ASSETS (NET) (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Advance payment of income tax (net of provision) 144.38 134.74 93.13

144.38 134.74 93.13

11 DEFERRED TAX ASSETS (NET)

a. Major Components of Deferred Tax Liability / Asset (net)(H in Crores)

Particulars As at31st March, 2017

As at31st March, 2016

As at1st April, 2015

Deferred tax liabilityProperty, Plant & Equipment and Intangible Assets 195.69 187.07 100.58Others 17.94 16.21 3.27Gross deferred tax liability 213.63 203.28 103.85Deferred tax assetsProvision for Bad-Debts / Advances 13.89 11.79 16.65Employee Benefits Liability 4.15 4.31 1.84Deferred Revenue Expenditure 1.45 2.65 -Unabsorbed Depreciation / Business Loss 148.36 296.00 170.14MAT Credit Entitlement 292.35 213.98 184.19Gross deferred tax assets 460.20 528.73 372.82Net deferred tax liability - -Net deferred tax assets 246.57 325.45 268.98

Note: In accordance with the Ind AS 12, the deferred tax expense for H77.90 Crores (31st March, 2016: H77.48 Crores deferred tax credit) for the year has been recognised in the Statement of Profit & Loss.

133

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

11 DEFERRED TAX ASSETS (NET) (contd.)

b. The gross movement in the deferred tax account for the year ended 31st March, 2017 and 31st March, 2016, are as follows:

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Net deferred income tax asset at the beginning 325.45 268.98 Tax (Expenses) / Income recognised in:Statement of Profit and LossDifference in tax base of assets / liabilitiesProperty, Plant & Equipments (26.56) (86.49)Provision for Bad-Debts / Advances 2.10 (4.86)Employee Benefits Liability 0.08 2.82 Deferred Revenue Expenditure (1.20) 2.65 Unabsorbed Depreciation / Business Loss (147.64) 125.86 MAT Credit Entitlement 78.37 29.79 Others 16.21 (12.94)Other Comprehensive IncomeEmployee Benefits Liability (0.24) (0.35)Net deferred income tax asset at the end 246.57 325.45

c. Reconciliation of Income Tax Expense and the Accounting Profit multiplied by India’s tax rate :This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the actual provision made in the Financial Statements as at 31st March, 2017 & 31st March, 2016 with breakup of differences in Profit as per the Financial Statements & as per Income Tax Act, 1961.

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Profit Before Tax 385.95 515.96 Tax Rate for Corporate Entity as per Income Tax Act, 1961 34.608% 34.608%Tax Expense as per Income Tax Act, 1961 133.57 178.56 Tax Effect of:Adjustment on Account of Scheme of Arrangement - (81.60)Incomes exempt from Income Tax (8.84) (71.68)Unrecognised Tax Losses Utilised to reduce Current Tax Expense - (48.95)Adjustments for changes in estimates of deferred tax assets 34.53 19.19 Tax Adjustment of earlier year 3.54 20.16 Others 1.51 (19.83)Total Tax Expense as per Statement of Profit & Loss 164.31 (4.15)

d. Provision for Taxation :Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Company’s tax consultants.

e. Transfer Pricing Regulations :The Company has established a comprehensive system of maintenance of information and documentation as required by the transfer pricing legislation under Section 92 – 92F of the Income Tax Act, 1961.

The management is of the opinion that its international transactions are at arm’s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

134

Notes forming part of the Financial Statements for the year ended 31st March, 2017

12 OTHER NON-CURRENT ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodCapital advances 141.74 21.47 19.79 Deposits against demand in disputes 130.20 127.44 137.95 Prepaid expenses - 11.37 17.06

271.94 160.28 174.80

15 TRADE RECEIVABLES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered good 2,923.44 2,641.97 3,967.28 Unsecured, considered doubtful 26.04 12.30 26.28

2,949.48 2,654.27 3,993.56 Provision for doubtful trade receivables (26.04) (12.30) (26.28)

2,923.44 2,641.97 3,967.28 Above includes due from related partiesConsidered Good (Refer Note 45) 1,435.53 529.00 78.72

Note:For security / hypothecation, Refer note 26.

14 CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015In Bonds (Unquoted)10 (31st March, 2016:10, 1st April, 2015: 10) 11.80% LVB-Tier-II 2024 bonds of Laxmi Vilas Bank Limited of H10,00,000/- each

1.00 1.00 1.00

1.00 1.00 1.00 Aggregate amount of Quoted investments - - - Market value of the quoted investment - - - Aggregate amount of Unquoted investments 1.00 1.00 1.00

13 INVENTORIES (Valued at lower of cost and net realisable value) (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Traded goods (Refer Note a) 589.57 527.42 590.91 Stores and spares 4.99 2.96 2.27

594.56 530.38 593.18

Note:a) Includes Goods in Transit H212.94 Crores (31st March, 2016: H48.78 Crores, 1st April, 2015 H16.51 Crores).

b) For security / hypothecation, Refer note 26.

135

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

17 OTHER BALANCES WITH BANKS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Margin money deposits (lodged against bank guarantee & letter of credit)

92.24 43.24 43.00

Margin money deposits (Against Margin of buyers credit) 11.70 11.38 11.25 Earmarked balances in unclaimed dividend accounts 0.34 0.62 0.39

104.28 55.24 54.64

18 CURRENT LOANS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodLoans given- Loans to related parties (Refer Note 45) 3,683.77 5,891.90 5,855.52- Loans to others 95.18 93.06 169.06Loans to employees 3.98 1.24 1.06

3,782.93 5,986.20 6,025.64

16 CASH AND CASH EQUIVALENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Balances with banks:- In current accounts 202.70 66.29 173.93 - Deposits with original maturity of less than three months 39.63 11.45 30.80 Cheques/drafts on hand 17.05 0.02 7.32 Cash on hand 0.55 0.87 0.73

259.93 78.63 212.78

Disclosure of Specified Bank Notes :In accordance with the MCA notification G.S.R. 308(E) dated 30th March, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from 8th November 2016 to 30th December 2016, is given below :

(H in Crores)Particulars SBN’s ODN’s TotalClosing cash in hand as on 08-Nov-16 0.25 0.55 0.80 + Permitted Receipts - - - - Permitted Payments - - - - Amount deposited in Banks (0.25) - (0.25)Closing cash in hand as on 30-Dec-16 - 0.55 0.55

136

Notes forming part of the Financial Statements for the year ended 31st March, 2017

19 OTHER CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodSecurity deposits 14.67 20.46 20.48 Other accrued interest 33.87 38.64 27.22 Interest accrued but not due 17.20 4.46 *Unbilled revenue 104.49 166.76 64.90 Derivative assets 8.66 - - Others Financial Assets 0.17 - *

179.06 230.32 112.60

(*Denotes amount less than H50,000)

21 EQUITY SHARE CAPITAL (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015AUTHORISED4,85,92,00,000 (31st March, 2016: 4,85,92,00,000, 1st April, 2015: 4,85,92,00,000) Equity Shares of H1/- each

485.92 485.92 485.92

45,00,000 (31st March, 2016: 45,00,000, 1st April, 2015: 45,00,000) Preference Shares of H10/- each

4.50 4.50 4.50

490.42 490.42 490.42 ISSUED, SUBSCRIBED & FULLY PAID-UP1,09,98,10,083 (31st March, 2016: 1,09,98,10,083, 1st April, 2015: 1,09,98,10,083) Equity Shares of H1/- each

109.98 109.98 109.98

109.98 109.98 109.98

20 OTHER CURRENT ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodAdvance to suppliers Considered good 993.57 832.73 763.28 Considered doubtful 14.09 21.77 22.60

1,007.66 854.50 785.88Provision for doubtful advances (14.09) 993.57 (21.77) 832.73 (22.60) 763.28Advances to Employees 2.37 1.75 1.74Prepaid Expenses 56.24 55.02 105.13Excess Contribution towards Gratuity (Refer Note 44) 0.32 - -Balances with government authorities 29.85 32.64 47.36Service Work in Progress (Refer Note 2(x)) 13.80 9.91 -

1,096.15 932.05 917.51

(a) Reconciliation of the number of Shares Outstanding

Equity Shares As at 31st March, 2017 As at 31st March, 2016Nos. (H In Crores) Nos. (H In Crores)

At the beginning of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98 Movements for the year - - - - Outstanding at the end of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98

137

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

21 EQUITY SHARE CAPITAL (contd.)

(b) Rights, preferences and restrictions attached to each class of shares The Company has only one class of Equity Shares having a par value of H1/- per share and each holder of the Equity Shares

is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Company

Name of the Shareholders As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Nos. % Holding Nos. % Holding Nos. % Holding

Equity shares of H1 each fully paidShri Gautam S. Adani / Shri Rajesh S. Adani (on behalf of S. B. Adani Family Trust)

62,11,97,910 56.48% 62,11,97,910 56.48% 62,11,97,910 56.48%

Adani Properties Pvt. Ltd. - - 9,94,91,719 9.05% 9,94,91,719 9.05%Parsa Kente Rail Infra LLP 9,94,91,719 9.05% - - - - Shri Vinod Shantilal Adani - - 9,07,49,100 8.25% 9,07,49,100 8.25%

72,06,89,629 65.53% 81,14,38,729 73.78% 81,14,38,729 73.78%

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interests, the above shareholding represents both legal and beneficial ownerships of shares.

22 LONG TERM BORROWINGS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Term LoansFrom Banks - Secured (Refer note a, b & c) 199.46 857.71 1,442.88 From Financial Institutions / NBFC - Secured (Refer note c) 123.57 121.13 121.13 From Banks - Unsecured (Refer note f) 1,046.98 517.00 - From Financial Institutions / NBFC- Unsecured (Refer note g) 175.00 200.00 - Foreign Currency Loan from Banks - Secured (Refer note d) 163.98 215.49 - Non Convertible Debentures - Secured10.20% Redeemable Non Convertible Debentures (Refer note e) 148.83 - - Non Convertible Debentures - Unsecured11.85% Redeemable Non Convertible Debentures - - 1,200.00

1,857.82 1,911.33 2,764.01 The above amount includesSecured borrowings 635.84 1,194.33 1,564.01 Unsecured borrowings 1,221.98 717.00 1,200.00

1,857.82 1,911.33 2,764.01

a) Loan from Bank of Maharashtra for H187.50 Crores is secured by first pari-passu charge on leasehold rights on Sub-leased contiguous land area of 160.59 hectares near Mundra Port SEZ of Group Entity at Mundra, Dist.-Kutch & subservient charges on the current assets of the Company which is repayable in 3 unequal structured quarterly instalments (3 quarterly instalments of H62.50 Crores) from the quarter ending 30th June, 2017.

138

Notes forming part of the Financial Statements for the year ended 31st March, 2017

b) Loan from Canara Bank for H150.00 Crores is secured by first pari-passu charge on leasehold rights on Sub-leased contiguous land of Adani Mundra SEZ & Infrastructure Ltd. near Mundra Port SEZ at Mundra, Dist.- Kutch, repayable in 3 equally structured quarterly instalments (3 quarterly instalments of H50 Crores) commencing from the quarter ending 30th June, 2017.

c) Loan from Consortium of Banks - Canara Bank, Central Bank of India, PTC India Financial Services Ltd. and Vijaya Bank for H388.53 Crores is secured through first ranking hypothecation / charge / pledge / mortgage on borrower’s Parsa East and Kente Basin blocks immovable and movable properties, leasehold / sub-leasehold rights over the land and property pertaining to coal washery & railway land, revenue and receivables, project accounts, both present and future, relating to the said project, Repayable in 28 quarterly instalments of H16.40 Crores starting from 15th Jun, 2017.

d) Foreign Currency Loan of USD 32.52 millions from ICICI Bank is secured through first ranking hypothecation / charge / pledge / mortgage on borrower’s Parsa East and Kente Basin blocks immovable and movable properties, leasehold / sub-leasehold rights over the land and property pertaining to coal washery & railway land, revenue and receivables, project accounts, both present and future, relating to the said project, repayable in 18 quarterly instalments of USD 1,809,500 starting from 15th Jun, 2017.

e) Non Convertible Debentures of H148.83 Crores are secured by subservient charge on entire current assets and movable fixed assets of the Company except assets pertaining to mining business, repayable after Two years and One Month from the year ended 31st March, 2017.

f) Loan from IndusInd Bank of H1,046.98 Crores is repayable in June 2018.

g) Loan from J M Financial of H175 Crores is repayable in February 2019.

h) The above loans carries interest rate ranging 5% to 12.10% p.a.

i) For the current maturities of long-term borrowings, refer note 28 - Other Current Financial Liabilities.

22 LONG TERM BORROWINGS (contd.)

23 OTHER NON-CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Security Deposits 0.55 500.51 250.47 Retention Money 77.61 40.88 38.90

78.16 541.39 289.37

24 LONG TERM PROVISIONS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Provision for leave benefits 10.71 9.12 7.18 Asset Retirement Obligation (Refer note (a)) 5.65 5.24 4.85

16.36 14.36 12.03

Note (a) : (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Opening Balance 5.24 4.85 Add : Additions during the year 0.41 0.39 Less :Utilised / (Settled) during the year - - Closing Balance 5.65 5.24

139

Adani Enterprises Limited 25th Annual Report 2016-17

25 OTHER NON CURRENT LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Advance Against Sale of Investment - 52.00 - Unearned Income - 0.08 1.59

- 52.08 1.59

Notes forming part of the Financial Statements for the year ended 31st March, 2017

27 TRADE PAYABLES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Acceptances 799.59 152.25 737.46Trade payables- Micro, small and medium enterprises * 0.01 -- Others 2,418.36 2,785.44 5,023.08

3,217.95 2,937.70 5,760.54

(*Denotes amount less than H50,000)

26 SHORT TERM BORROWINGS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015i Loans from related parties repayable on demand

(Unsecured) 485.06 306.26 -

ii From BanksTerm loan- Secured (Note a & b) 557.84 935.00 750.00 Term loan-Unsecured 180.00 485.00 200.00 Cash credit facilities- Secured (Note c & d) 251.63 156.38 - Buyer's credit facilities - Secured (Note e) 1,396.07 871.59 925.91

iii From OthersCommercial Paper - Unsecured 2,000.00 1,365.00 750.00

iv Inter - Corporate Deposits (Unsecured) 34.80 - - 4,905.40 4,119.23 2,625.91

The above amount includesSecured borrowings 2,205.54 1,962.97 1,675.91 Unsecured borrowings 2,699.86 2,156.26 950.00

4,905.40 4,119.23 2,625.91

Note:a) Short term loan of H363.29 Crores is secured by hypothecation of all the inventories and book debts and receivables both

present & future of the Company by way of first charge ranking pari passu.

b) Foreign Currency Loan of USD 30 millions is secured by subservient charge on the entire current assets and movable fixed asset of the Company (Excluding Mining Division Assets), both present and future.

c) Cash Credit Facility from RBL Limited are secured by immovable & moveable properties, both present & future, of the Parsa Kente Mines Project of the Company by way of first charge ranking pari passu.

d) Cash Credit Facilities of other banks are secured by hypothecation of all the inventories and book debts and other current assets, both present & future, of the Company by way of first charge ranking pari passu.

e) The Buyers Credit facilities are secured by margin money deposits and all the inventories and book debts and other current assets, both present & future, of the Company by way of first charge ranking pari passu.

140

Notes forming part of the Financial Statements for the year ended 31st March, 2017

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015(i) Principal amount remaining unpaid to any supplier as at the

end of the accounting year - - -

(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year

- - -

(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day

- - -

(iv) The amount of interest due and payable for the year - - - (v) The amount of interest accrued and remaining unpaid at the

end of the accounting year - - -

(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid

- - -

The Disclosure in respect of the amounts payable to Micro and Small Enterprises have been made in the financial statements based on the information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date. These facts has been relied upon by the auditors.

27 TRADE PAYABLES (contd.)

28 OTHER CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Current maturities of long term debt From Banks - Secured (Refer note 22 a, b & c) 383.92 357.97 702.21 From Financial Institution - Secured (Refer note 22 c) 18.75 17.30 17.30 From Banks - Unsecured - 110.00 - Foreign Currency Loan from Banks - Secured (Refer note 22 d) 46.94 47.96 45.24 Inter corporate Loans- Unsecured - 150.00 150.00 Interest accrued but not due 35.14 44.92 36.49 Unclaimed Dividend (Refer note a) 0.34 0.62 0.39 Capital creditors 10.82 85.24 63.34 Others (Deposit from Vendors etc.) 2.55 1.54 11.51 Derivative Liability 126.47 29.90 37.01

624.93 845.45 1,063.49

Note:a) As at 31st March, 2017, there is no amount due and outstanding to be transferred to the Investor Education and Protection

Fund by the Company. Unclaimed Dividend, if any, shall be transferred to Investor Education and Protection Fund as and when they become due.

29 OTHER CURRENT LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Advance from customers 110.40 109.28 44.59 Advance Against Sale of Investment - 250.00 - Statutory dues including PF,ESIC,Ser. Tax, VAT, TDS Etc. 31.49 32.44 22.97 Unearned Guarantee Fee Income 21.31 15.72 8.48

163.20 407.44 76.04

141

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

30 SHORT TERM PROVISIONS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Provision for employee benefits Provision for gratuity (Refer note 44) - 1.45 0.66 Provision for leave benefits 4.95 5.56 3.84Provisions for Minimum Work Program (Refer note (a)) 22.32 23.01 4.95

27.27 30.02 9.45

31 REVENUE FROM OPERATIONS (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Sale of Products 7,090.01 6,828.72Sale of Services 1,429.87 1,260.36Other operating revenue Insurance Claim Received 2.77 1.61 Other Miscellaneous Income 72.36 58.17

8,595.01 8,148.86

32 OTHER INCOME (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Interest Income- Current investments 0.12 0.12- Bank Deposits 7.67 4.91- Inter Corporate Loans 530.50 600.30- Others 97.21 64.81Dividend Income- Subsidiaries - 214.41- Long Term Investments - 2.37- Current Investments 3.76 0.02Profit on Sale / Disposal of Fixed Assets - 0.02Net Gain on Sale of Current Investments 12.70 10.01Liabilities No Longer Required Written Back 3.90 6.63Other Miscellaneous Income 31.31 74.04

687.17 977.64

Note (a) : (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Opening Balance 23.01 4.95 Add : Additions during the year - 17.23 Less :Utilised / Settled during the year - - Add / (Less) : Exchange rate difference (0.69) 0.83 Closing Balance 22.32 23.01

142

Notes forming part of the Financial Statements for the year ended 31st March, 2017

34 CHANGES IN INVENTORIES OF STOCK-IN-TRADE (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Inventories at the beginning of the year- Traded goods 527.42 578.85Inventories at the end of the year- Traded goods 589.57 527.42

(62.16) 51.43

36 FINANCE COSTS (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Interest 685.77 610.58Bank Commission / Charges 86.98 49.56Exchange Rate Difference (including premium) 18.96 57.00

791.71 717.14

37 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Stores & Spares Consumed 6.11 3.81Clearing & Forwarding Expenses 525.17 862.15Coal Mining Operating Expenses 161.13 107.47Electric Power Expenses 22.04 16.17Rent & Infrastructure Usage Charges 29.24 16.22Repairs to: Buildings 5.06 1.99 Plant & Machinery 1.06 1.38 Others 26.50 18.79

32.62 22.16Insurance Expenses 2.13 3.64Rates & Taxes 2.02 3.59

35 EMPLOYEE BENEFITS EXPENSE (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Salaries & Bonus 221.19 215.30Contributions to Provident & Other Funds 13.75 11.82Staff Welfare Expenses 12.13 12.27

247.07 239.39

33 PURCHASE OF STOCK-IN-TRADE (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Purchases of Stock-in-Trade 6,792.79 6,092.916,792.79 6,092.91

143

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

38 EXCEPTIONAL ITEMS (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Unsuccessful Exploration Cost - (3.52)Gain on disposal of Long term investments - 45.25

- 41.73

The Exceptional Items during the previous year relate to :

a) Loss of H3.52 Crores written-off on account of incremental provision for Unfinished Minimum Work Program (UMWP) towards Assam block.

b) Gain of H45.25 Crores for the year towards gain on divestment of 100% equity holding in subsidiary Adani Infra (India) Limited.

37 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Communication Expenses 6.58 5.02Travelling & Conveyance Expenses 17.76 17.04Stationery & Printing Expenses 1.53 1.70Rebates, Selling and Advertising Expenses 46.00 108.67Donation 0.90 1.40Legal & Professional Fees 41.07 54.59Payment to Auditors For Statutory Audit 0.47 0.46 For Tax Audit 0.05 0.11 For Other Services 0.13 0.09

0.65 0.66Directors Sitting Fees 0.07 0.17Commission (Non-Executive Directors) 0.46 0.50Supervision & Testing Expenses 6.21 10.23Bad debts / Advances Written off 2.49 3.10Provision for Doubtful Debts / Advance 7.34 (15.09)Business Support Expenses 0.43 1.16Office Expenses 10.70 8.62Manpower Services 28.70 17.67Net Exchange Rate Difference non financing activity 80.61 212.89Loss on Sale of Assets (Net) 7.25 0.29Miscellaneous Expenses 8.75 8.21

1,047.96 1,472.04

39 FINANCIAL INSTRUMENTS AND RISK REVIEW

(a) Accounting Classification and Fair Value Hierarchy

Financial Assets and Liabilities : The Company's principal financial assets include loans and trade receivables, cash and cash equivalents and other

receivables. The Company's principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and projects.

Fair Value Hierarchy : The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either

observable or unobservable and consists of the following three levels:

(contd.)

144

Notes forming part of the Financial Statements for the year ended 31st March, 2017

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.

As at 31st March, 2017 : (H in Crores)Particulars FVTPL FVTOCI Amortised

CostTotal

Level-1 Level-2 Level-3Financial AssetsInvestments - - 0.05 - 1.03 1.08 Trade Receivables - - - - 2,923.44 2,923.44 Cash & Cash Equivalents - - - - 259.93 259.93 Other Bank Balances - - - - 104.28 104.28 Loans - - - - 3,870.68 3,870.68 Derivative Assets - 8.66 - - - 8.66 Other Financial Assets - - - - 253.51 253.51 Total - 8.66 0.05 - 7,412.87 7,421.58 Financial LiabilitiesBorrowings - - - - 7,212.83 7,212.83 Trade Payables - - - - 3,217.95 3,217.95 Derivative Liabilities - 126.47 - - - 126.47 Other Financial Liabilities - - - - 127.01 127.01 Total - 126.47 - - 10,557.79 10,684.26

As at 31st March, 2016 : (H in Crores)Particulars FVTPL FVTOCI Amortised

CostTotal

Level-1 Level-2 Level-3Financial AssetsInvestments - - 1.30 - 1.02 2.32 Trade Receivables - - - - 2,641.97 2,641.97 Cash & Cash Equivalents - - - - 78.63 78.63 Other Bank Balances - - - - 55.24 55.24 Loans - - - - 6,018.52 6,018.52 Derivative Assets - - - - - - Other Financial Assets - - - - 486.39 486.39 Total - - 1.30 - 9,281.77 9,283.07 Financial LiabilitiesBorrowings - - - - 6,713.79 6,713.79 Trade Payables - - - - 2,937.70 2,937.70 Derivative Liabilities - 29.90 - - - 29.90 Other Financial Liabilities - - - - 673.68 673.68 Total - 29.90 - - 10,325.17 10,355.07

39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

145

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

As at 1st April, 2015 : (H in Crores)Particulars FVTPL FVTOCI Amortised

CostTotal

Level-1 Level-2 Level-3Financial AssetsInvestments - - 1.30 - 1.02 2.32 Trade Receivables - - - - 3,967.28 3,967.28 Cash & Cash Equivalents - - - - 212.78 212.78 Other Bank Balances - - - - 54.64 54.64 Loans - - - - 6,246.05 6,246.05 Derivative Assets - - - - - - Other Financial Assets - - - - 352.30 352.30 Total - - 1.30 - 10,834.07 10,835.37 Financial LiabilitiesBorrowings - - - - 6,304.67 6,304.67 Trade Payables - - - - 5,760.54 5,760.54 Derivative Liabilities - 37.01 - - - 37.01 Other Financial Liabilities - - - - 401.10 401.10 Total - 37.01 - - 12,466.31 12,503.32

Notes :

(a) Investments exclude Investment in Subsidiaries, Joint Ventures and Associates.

(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is not significant in each of the year presented.

(b) Financial Risk Management Objective and Policies : The Company’s risk management activities are subject to the management direction and control under the framework of

Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

The Company is primarily exposed to risks resulting from fluctuation in market risk, credit risk and liquidity risk, which may adversely impact the fair value of its financial instruments.

(i) Market Risk Market risk is the risk of loss of future earnings, fair value or future cash flows of a financial instrument, that may result

from adverse changes in interest rate and foreign currency exchange rates.

A. Foreign Currency Exchange Risk : Since the Company operates internationally and portion of the business transacted are carried out in more than one

currency, it is exposed to currency risks through its transactions in foreign currency or where assets or liabilities are denominated in currency other than functional currency.

The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies including the use of derivatives like foreign exchange forward and option contracts to hedge exposure to foreign currency risks.

For open positions on outstanding foreign currency contracts and details on unhedged foreign currency exposure, please refer note no. 40

146

Notes forming part of the Financial Statements for the year ended 31st March, 2017

Every percentage point depreciation / appreciation in the exchange rate between the Indian Rupee and the U. S. Dollar, would have affected the Company’s profit for the year as follows:

(H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Impact on profit for the year 2.76 3.62

B. Interest Risk : The Company is exposed to changes in interest rates due to its financing, investing and cash management activities.

The risks arising from interest rate movements arise from borrowings with variable interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

The Company’s risk management activities are subject to the management, direction and control of Central Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group’s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.

For Company’s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used, which represents management’s assessment of the reasonably possible change in interest rate.

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Total Borrowings 7,212.83 6,713.79

In case of fluctuation in interest rates by 50 basis points and all other variables were held constant, the Company’s profit for the year would increase or decrease as follows:

(H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Impact on profit for the year 36.06 33.57

(ii) Credit Risk Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a

loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company’s treasury team in accordance with the Company’s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.

Since the Company has a fairly diversified portfolio of receivables in terms of spread, no concentration risk is foreseen. A significant portion of the Company’s receivables are due from public sector units (which are government undertakings) and hence may not entail any credit risk.

39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

147

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

(iii) Liquidity Risk Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its

financial liabilities. The Company’s objective is to provide financial resources to meet its obligations when they are due in a timely, cost effective and reliable manner without incurring unacceptable losses or risking damage to the Company’s reputation. The Company monitors liquidity risk using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations.

The tables below provide details regarding contractual maturities of significant liabilities as at the end of each year end presented.

As at 31st March, 2017 : (H in Crores)Particulars Less than

1 yearBetween

1 to 5 yearsMore than

5 yearsTotal

Borrowings 5,355.01 1,791.55 66.27 7,212.83 Trade Payables 3,217.95 - - 3,217.95 Other Financial Liabilities 175.32 78.16 - 253.48

As at 31st March, 2016 : (H in Crores)Particulars Less than

1 yearBetween

1 to 5 yearsMore than

5 yearsTotal

Borrowings 4,802.46 1,793.75 117.57 6,713.78 Trade Payables 2,937.70 - - 2,937.70 Other Financial Liabilities 162.19 541.39 - 703.58

(iv) Capital Management For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves

attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company monitors capital using gearing ratio, which is net debt (borrowings as detailed in note 22, 26 and 28 less cash and bank balances) divided by total capital plus debt.

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Total Borrowings (Refer note 22, 26 and 28) 7,212.83 6,713.79 6,304.67 Less: Cash and bank balance (Refer note 16 and 17) 364.21 133.87 267.42 Net Debt (A) 6,848.62 6,579.91 6,037.26 Total Equity (B) 3,767.18 3,545.08 3,254.43 Total Equity and Net Debt (C = A + B) 10,615.80 10,124.99 9,291.69 Gearing ratio 65% 65% 65%

Management monitors the return on capital, as well as the levels of dividends to equity shareholders. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2017 and 31st March, 2016.

148

Notes forming part of the Financial Statements for the year ended 31st March, 2017

40 DISCLOSURE REGARDING DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE :

(a) The outstanding foreign currency derivative contracts / options as at 31st March, 2017 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows :

Forward derivative contracts In respect of Imports and other Payables

Particulars Currency Amount in Foreign Currency in Millions

Equivalent Indian Rupees in Crores

Amount in Foreign Currency in Millions

Equivalent Indian Rupees in Crores

As at 31st March, 2017

As at 31st March, 2017

As at 31st March, 2016

As at 31st March, 2016

Forward Contracts Buyers Credit USD 82.76 536.72 53.64 355.38 Trade Payables USD 102.26 663.13 163.54 1,083.53Total USD 185.02 1,199.85 217.18 1,438.91Options ECB USD 32.52 210.92 5.43 35.97 Foreign Currency

LoanUSD 30.00 194.55 - -

Buyers Credit USD 128.74 834.86 77.93 516.33 Trade Payables USD 226.34 1,467.83 171.07 1,133.45Total USD 417.60 2,708.16 254.43 1,685.75

(b) Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2017 as under :

Particulars Currency Amount in Foreign Currency in Millions

Equivalent Indian Rupees in Crores

Amount in Foreign Currency in Millions

Equivalent Indian Rupees in Crores

As at 31st March, 2017

As at 31st March, 2017

As at 31st March, 2016

As at 31st March, 2016

ECB USD - - 34.33 227.48Foreign Currency Loan USD - - - - Buyers Credit USD 3.78 24.48 - - Interest Accrued but not due

USD 1.04 6.72 0.59 3.90

Trade Payables USD 37.78 244.97 19.75 130.86Trade Receivables USD # 0.02 - -

(#Denotes amount less than $5,000)

149

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

41 CONTINGENT LIABILITIES AND COMMITMENTS

(A) Contingent Liabilities to the extent not provided for :

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016a) Claims against the Company not acknowledged as Debts 3.00 3.00b) In respect of :

Income Tax (Interest thereon not ascertainable at present) 117.47 113.88Service Tax 43.83 35.54VAT / Sales Tax 230.93 259.55Custom Duty (Interest thereon not ascertainable at present) 938.05 940.56Excise Duty / Duty Drawback 0.61 0.31FERA / FEMA 4.26 8.26

c) In respect of Corporate Guarantee given:- (amount outstanding at close of the year)I On behalf of it’s Subsidiaries 2,964.33 1,984.00II On behalf of its Associate Companies 1,289.49 1,590.55

d) In respect of Bank Guarantees given for Subsidiaries / Group Companies 664.28 628.59e) Bills of Exchange Discounted 136.21 81.70f) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged

as claims, based on internal evaluation of the management.g) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4)

of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

h) Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show cause why, penalty should not been imposed under Section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.

i) Show cause notices issued under Income Tax Act,1961, wherein the Company has been asked to show cause why, penalty should not been imposed under Section 271(1)(c) in which liability is unascertainable.

j) Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.

k) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the Company for which the Company has received demand show cause notices amounting to H805.22 Crores (31st March, 2016 : H805.22 Crores) from custom departments at various locations and the Company has deposited H378.63 Crores (31st March, 2016 : H378.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Company being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b)(Custom duty).

Note: The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and consequential interest and penalties, which would reduce net income in the respective reported period.

(B) Capital and Other Commitments :a) Capital Commitments (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Estimated amounts of contracts remaining to be executed and not provided for (Net of Advances)

94.63 180.50

b) Other Commitments : i) The Company from time to time provides need based support to subsidiaries towards capital and other financial

commitments. ii) For derivatives and lease commitments, refer Note 40 and 43 respectively.

150

Notes forming part of the Financial Statements for the year ended 31st March, 2017

42 The Company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the dues in the future. Based on the review of these accounts by the management, adequate provision has been made for doubtful recovery. Management is hopeful for their recovery. In the opinion of the management adequate balance is lying in General Reserve / Retained earnings to meet the eventuality of such accounts being irrecoverable.

43 DISCLOSURE AS REQUIRED BY THE IND AS 17, “LEASES” AS SPECIFIED IN THE COMPANIES (ACCOUNTING STANDARD) RULES 2015 (AS AMENDED) ARE GIVEN BELOW :

Assets given on operating lease : Refer Note 4(a) for disclosures.

Assets taken on operating lease :

(a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 37.

(b) The Company has taken office space, godowns and guest house on operating lease. The lease rentals are payable by the Company on a monthly or quarterly basis.

(c) The Leasing arrangements, which are non-cancellable over the period of the agreements, the disclosures in respect of the same:

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Total of future minimum lease payments under non-cancellable operating lease for each of the following periods:Not later than one year - 0.12Later than one year and not later than five years - 0.51Later than five years - 1.91Lease payment recognised in Statement of Profit & Loss - 0.12

44 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.

(a) Contributions to Defined Contribution Plan, recognised as expense for the year are as under : (H in Crores)

Particulars For the year ended 31st March, 2017

For the year ended 31st March, 2016

Provident Fund 8.71 7.76Superannuation Fund 0.40 0.29Total 9.11 8.05

(b) Contributions to Defined Benefit Plans are as under : (1) Net amount recognised in the statement of Profit & Loss for year ended 31st March, 2017

(H in Crores)Particulars Gratuity (Funded)

31st March, 2017Gratuity (Funded) 31st March, 2016

Current Service cost 2.93 2.76Interest cost 1.46 1.26Expected return on plan assets (1.35) (1.22)Net amount recognised 3.05 2.80Actual return on Plan Assets 1.58 1.33

151

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(2) Net amount recognised in the Other Comprehensive Income for year ended 31st March, 2017

(H in Crores)Particulars Gratuity (Funded)

31st March, 2017Gratuity (Funded) 31st March, 2016

Actuarial (Gains) / Losses (0.47) (0.92)Return on plan assets, excluding amount recognised in net interest expense (0.23) (0.11)Net amount recognised (0.70) (1.02)

(3) Net amount recognised in the Balance Sheet for year ended 31st March, 2017(H in Crores)

Particulars Gratuity (Funded) 31st March, 2017

Gratuity (Funded) 31st March, 2016

i) Details of Provision for GratuityPresent value of defined obligation 20.71 18.54Fair value of plan assets 21.03 17.09Surplus/(deficit) of funds 0.32 (1.45)Net asset/ (liability) 0.32 (1.45)

ii) Change in Present Value of the defined benefit obligationDefined benefit obligation as at the beginning of period 18.54 13.63 Acquisition Adjustment (0.57) 2.24 Service cost 2.93 2.76 Interest cost 1.46 1.26 Actuarial loss/(gain) - Due to change in Demographic Assumptions - 0.06 Actuarial loss/(gain) - Due to change in Financial Assumptions 0.58 0.09 Actuarial loss/(gain) - Due to experience (1.06) (1.07) Benefits paid (1.18) (0.44)Defined benefit obligation as at end of the period 20.71 18.54

iii) Change in Fair Value of Plan AssetsFair value of plan assets as at the beginning of period 17.09 13.75 Acquisition Adjustment - 1.58 Expected return on plan assets 1.35 1.22 Contributions by employer 2.99 0.87 Actuarial (loss)/gain 0.23 0.11 Benefits paid (0.64) (0.44)Fair value of plan assets as at end of the period 21.03 17.09

iv) The major categories of plan assets as a percentage of fair value of total plan assets are as follows:Policy of Insurance 100% 100%

(4) The principal actuarial assumption used as at 31st March, 2017 are as follows:

Particulars Gratuity (Funded) 31st March, 2017

Gratuity (Funded) 31st March, 2016

Discount Rate 7.60% 7.90%Rate of increase in Compensation Levels (Refer Note (c) below) 8.00% 8.00%Mortality Indian Assured

Lives Mortality (2006-08)

Ultimate

Indian Assured Lives Mortality

(2006-08) Ultimate

Attrition rate 1.00% 1.00%

44 (contd.)

152

Notes forming part of the Financial Statements for the year ended 31st March, 2017

44 (contd.)

Sensitivity Analysis: The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions

occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below :

(H in Crores)Change in Assumption Change in

RateGratuity (Funded) 31st March, 2017 Gratuity (Funded) 31st March, 2016

Increase in Assumption

Decrease in Assumption

Increase in Assumption

Decrease in Assumption

Discount Rate (- / + 1 %) (1.84) 2.15 (1.60) 1.87 Salary Growth Rate (- / + 1 %) 2.12 (1.85) 1.85 (1.61)Attrition Rate (- / + 0.50 %) (0.06) 0.06 (0.03) 0.03 Mortality Rate (- / + 10 %) * * * *

(*Denotes amount less than H50,000)

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There is no change in method of valuation for the prior period.

(5) Maturity Profile of Obligations The average duration of the defined benefit plan obligation at the end of the reporting period is 10 years (31st March,

2016: 9 years). The expected maturity analysis of gratuity benefits is as follows :

(H in Crores)Particulars Gratuity (Funded)

31st March, 2017Gratuity (Funded) 31st March, 2016

Within 1 year 3.98 3.631 to 5 years 5.46 4.105 to 10 years 5.30 5.96More than 10 years 37.45 34.13

(c) The estimate of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(d) The Company’s expected contribution to the fund in the next financial year is H3.67 Crores (31st March, 2016 H4.23 Crores)

(e) Current and non current classification is done based on actuarial valuation certificate.

153

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW :

(i) Name of Related Parties & Description of Relationship

(A) Controlling Entity :

Shantilal Bhudhermal Adani Family Trust (SBAFT)

(B) Subsidiary Companies :

1 Adani Global Ltd., Mauritius. 16 Adani Defence Systems and Technologies Ltd.2 Adani Agri Logistics Ltd. 17 Mahaguj Power Ltd.3 Adani Agri Fresh Ltd. 18 Adani Chendipada Mining Pvt. Ltd.4 Adani Energy Ltd. 19 Adani Resources Pvt. Ltd.5 Adani Shipping (India) Pvt. Ltd. 20 Surguja Power Pvt. Ltd.6 Natural Growers Pvt. Ltd. 21 Jhar Mining Infra Pvt. Ltd. 7 Chendipada Collieries Pvt. Ltd. 22 Prayatna Developers Pvt. Ltd.8 Parsa Kente Collieries Ltd. 23 Talabira (Odisha) Mining Pvt. Ltd. (Formerly known

as Korba Clean Coal Pvt. Ltd.)9 Adani Welspun Exploration Ltd.10 Rajasthan Collieries Ltd. 24 Adani Tradecom LLP11 Adani Synenergy Ltd. 25 Adani Tradex LLP12 Adani Power Dahej Ltd. 26 Adani Commodities LLP13 Adani Pench Power Ltd. 27 Adani Tradewing LLP14 Kutchh Power Generation Ltd. 28 Adani Infrastructure Pvt. Ltd.15 Adani Green Energy Ltd. 29 Adani Cementation Ltd.

(C) Step-down Subsidiary Companies / Firms :

1 Adani Renewable Energy Park Ltd. 21 PT Energy Resources, Indonesia 2 Adani Agri Logistics (Harda) Ltd. 22 PT Niaga Antar Bangsa, Indonesia 3 Adani Agri Logistics (Hoshangabad) Ltd. 23 PT Niaga Lintas Samudra, Indonesia 4 Adani Agri Logistics (Satna) Ltd. 24 PT Gemilang Pusaka Pertiwi, Indonesia 5 Adani Agri Logistics (Ujjain) Ltd. 25 PT Hasta Mundra, Indonesia 6 Adani Agri Logistics (Dewas) Ltd. 26 PT Lamindo Inter Multikon, Indonesia 7 Adani Agri Logistics (MP) Ltd. 27 PT Mitra Naiga Mulia, Indonesia 8 Adani Gas Holdings Ltd. (Formerly known as

Mundra LNG Ltd.)28 PT Suar Harapan Bangsa, Indonesia

9 Adani Gas Ltd. 29 PT Tambang Sejahtera Bersama, Indonesia 10 Adani Global Pte. Ltd., Singapore. 30 Aanya Maritime Inc, Panama 11 Adani Shipping Pte. Ltd, Singapore. 31 Aashna Maritime Inc, Panama 12 Rahi Shipping Pte. Ltd., Singapore 32 Adani Minerals Pty. Ltd., Australia 13 Vanshi Shipping Pte. Ltd., Singapore 33 Adani Bunkering Pte. Ltd. Singapore (upto 01.01.2017)14 Adani Global FZE, Dubai. 34 Adani Bunkering Pvt. Ltd. 15 Adani Mining Pty Ltd., Australia 35 AWEL Global Ltd., UAE16 PT Adani Global, Indonesia. 36 Galilee Transmission Holdings Pty Ltd.17 PT Adani Global Coal Trading, Indonesia 37 Galilee Transmission Pty Ltd. 18 PT Coal Indonesia, Indonesia 38 Adani Green Energy (Tamilnadu) Ltd.19 PT Mundra Coal Indonesia (upto 06.10.2016) 39 Adani Renewable Energy Park (Gujarat) Ltd.20 PT Sumber Bara, Indonesia 40 Adani Infrastructure Pty Ltd., Australia

154

Notes forming part of the Financial Statements for the year ended 31st March, 2017

41 Mundra Solar Ltd. 57 Kilaj Solar (Maharashtra) Pvt. Ltd.42 Ramnad Renewable Energy Ltd. 58 Adani Green Technology Ltd.

(Formerly known as Sami Solar (Gujarat) Pvt. Ltd.)43 Kamuthi Renewable Energy Ltd. 59 Wardha Solar (Maharashtra) Pvt. Ltd.44 Ramnad Solar Power Ltd. 60 Mahoba Solar (UP) Pvt. Ltd.45 Kamuthi Solar Power Ltd. 61 Gaya Solar (Bihar) Pvt. Ltd.46 Mundra Solar PV Ltd. 62 Adani Agri Logistics (Kotkapura) Ltd.47 Adani Wind Energy (AP) Ltd.

(Formerly known as Adani Green Energy (Telengana) Ltd.)63 Adani Agri Logistics (Katihar) Ltd.

48 Adani Green Energy (MP) Ltd. 64 Adani Agri Logistics (Kannauj) Ltd.49 Adani Land Defence Systems and Technologies Ltd. 65 Adani Agri Logistics (Panipat) Ltd.50 Adani Aero Defence Systems and Technologies Ltd. 66 Adani Agri Logistics (Moga) Ltd.51 Adani Naval Defence Systems and Technologies Ltd. 67 Adani Agri Logistics (Raman) Ltd.52 Adani Green Energy (UP) Ltd. 68 Adani Agri Logistics (Barnala) Ltd.53 Parampujya Solar Energy Pvt. Ltd.

(Formerly known as Parampujya Developers Pvt. Ltd.)69 Adani Agri Logistics (Nakodar) Ltd.

54 Rosepetal Solar Energy Pvt. Ltd. (Formely known as Rosepetal Developers Pvt. Ltd.)

70 Adani Agri Logistics (Mansa) Ltd.

55 Mundra Solar Technopark Pvt. Ltd 71 Adani Agri Logistics (Bathinda) Ltd.56 Adani Wind Energy (Gujarat) Pvt. Ltd.

(Formerly known as Duryodhana Developers Pvt. Ltd.)72 Urja Maritime Inc.73 Adani North America Inc.

(D) Associates with whom transactions done during the year : 1 CSPGCL AEL Parsa Collieries Ltd.

(E) Joint Control Entities :

1 Adani Wilmar Ltd. 7 Golden Valley Agrotech Pvt. Ltd.2 Adani Renewable Energy Park Rajasthan Ltd. 8 Vishakha Polyfab Ltd.3 Adani Wilmar Pte. Ltd., Singapore 9 KOG KTV Food Products (India) Pvt. Ltd.4 Indianoil – Adani Gas Pvt. Ltd. 10 KTV Health and Foods Pvt. Ltd.5 Vishakha Industries Pvt. Ltd. 11 Adani Elbit Advanced Systems India Ltd. 6 AWN Agro Pvt. Ltd.

(F) Key Management Personnel :

1 Mr. Gautam S. Adani, Chairman 4 Mr. Ameet H. Desai, Executive Director & CFO2 Mr. Rajesh S. Adani, Managing Director 5 Mr. Jatin Jalundhwala, Company Secretary & Sr. Vice

President (Legal)3 Mr. Pranav V. Adani, Director

(G) Non-Executive Directors :

1 Mr. Vasant S. Adani 5 Mr. V. Subramanian (Refer Note a)2 Mr. Anil Ahuja 6 Mrs. Vijyalaxmi Joshi (Refer Note b)3 Mr. Berjis Desai 7 Ms. Dharmishta N. Rawal (Refer Note c)4 Mr. Hemant Nerukar 8 Dr. Ravindra Dholakia (Refer Note d)

Notes: a) Mr. V. Subramanian was appointed as an Additional Director of the Company w.e.f. 22nd August, 2016. b) Mrs. Vijaylaxmi Joshi was appointed as an Additional Director of the Company w.e.f. 2nd December, 2016. c) Ms. Dharmishta N. Rawal resigned as director of the Company w.e.f. 25th April, 2016 due to their pre-occupation. d) Dr. Ravindra Dholakia resigned as director of the Company w.e.f. 24th May, 2016 due to their pre-occupation.

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

155

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(H) Enterprises over which (A) or (F) above have significant influence with whom transactions done during the year :

1 Adani Properties Pvt. Ltd. 19 Adani Warehousing Services Pvt. Ltd. 2 Adani Education and Research Foundation 20 Adani Murmugao Port Terminal Pvt. Ltd.3 Adani Institute for Education and Research 21 Adani Transmission Ltd. 4 Adani Power Ltd. 22 Adani Transmission (India) Ltd. 5 Adani Ports and Special Economic Zone Ltd. 23 Maharashtra Eastern Grid Power Transmission

Company Ltd.6 Adani Power Maharashtra Ltd. 24 Adani Petroleum Terminal Pvt. Ltd.7 Adani Power Rajasthan Ltd. 25 Adani Infra (India) Ltd.8 Udupi Power Corporation Ltd. 26 Raipur – Rajnandgaon – Warora Transmission Ltd.9 Mundra SEZ Textile and Apparel Park Pvt. Ltd. 27 Chhattisgarh – WR Transmission Ltd.10 Karnavati Aviation Pvt. Ltd. 28 Sipat Transmission Ltd.11 MPSEZ Utilities Pvt. Ltd. 29 Adani Power (Jharkhand) Ltd.12 Adani Logistics Ltd. 30 North Karanpura Transco Ltd.13 Mundra International Airport Pvt. Ltd. 31 Sarguja Rail Corridor Pvt. Ltd.14 Adani Hazira Port Pvt. Ltd. 32 Adani Infrastructure and Developers Pvt. Ltd.15 Adani Petronet (Dahej) Port Pvt. Ltd. 33 Adani Township & Real Estate Company Ltd.16 Adani Vizag Coal Terminal Pvt. Ltd. 34 Adani M2K Project LLP17 Adani Kandla Bulk Terminal Pvt. Ltd. 35 Adani Textile Industries18 The Dhamra Port Company Ltd.

(I) Relatives of Key Management Personnel with whom transactions done during previous year :

1 Mr. Vinod S. Adani

(ii) Nature And Volume of Transaction with Related Parties (*Denotes amount less than H50,000)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

1 Sale of Goods Adani Petronet (Dahej) Port Pvt. Ltd. - 0.13 Adani Power Ltd. 190.10 61.36 Adani Power Maharashtra Ltd. 171.28 71.46 Adani Power Rajasthan Ltd. 70.71 54.69 Adani Wilmar Ltd. 281.81 7.16 MPSEZ Utilities Pvt. Ltd. 6.24 4.69 Udupi Power Corporation Ltd. - 33.58 Mundra Solar PV Ltd. 176.93 - Parampujya Solar Energy Pvt. Ltd. 4.51 - Prayatna Developers Pvt. Ltd. 192.35 - Wardha Solar (Maharashtra) Pvt. Ltd. 0.65 - Adani Wind Energy (Gujarat) Pvt. Ltd. 232.58 -

2 Purchase of Goods Adani Gas Ltd. 0.14 0.16 Adani Global FZE 392.83 111.11 Adani Global Pte Ltd. 3,066.68 2,706.09 Adani Power Ltd. 1,156.43 2,068.99 Adani Power Rajasthan Ltd. 13.88 - Adani Power Maharashtra Ltd. - 50.94

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

156

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

3 Rendering of Services (incl. reimbursement of expenses)

Adani Agri Fresh Ltd. 0.83 0.30 Adani Agri Logistics Ltd. 1.28 0.48 Adani Gas Ltd. 3.36 1.13 Adani Green Energy Ltd. - 0.05 Adani Green Energy (Tamilnadu) Ltd. 3.09 - Adani Hazira Port Pvt. Ltd. 3.89 1.92 Adani Infra (India) Ltd. 2.90 1.09 Adani Institute for Education and Research 0.86 0.89 Adani Education and Research Foundation - 0.06 Adani Kandla Bulk Terminal Pvt. Ltd. 0.53 0.05 Adani Logistics Ltd. 1.76 0.53 Adani Mining Pty Ltd. 0.03 0.15 Adani Murmugao Port Terminal Pvt. Ltd. 0.29 0.16 Adani Petronet (Dahej) Port Pvt. Ltd. 1.91 1.58 Adani Ports & Special Economic Zone Ltd. 31.72 14.38 Adani Power Ltd. 137.23 71.47 Adani Power Maharashtra Ltd. 17.68 5.34 Adani Power Rajasthan Ltd. 9.38 2.57 Adani Renewable Energy Park Ltd. - *Adani Synenergy Ltd. - 0.05 Adani Textile Industries 0.02 0.01 Adani Transmission (India) Ltd. 2.73 1.30 Adani Transmission Ltd. - 0.14 Adani Vizag Coal Terminal Pvt. Ltd. - 0.13 Adani Wilmar Ltd. 15.91 9.75 Adani Bunkering Pvt. Ltd. 0.84 0.22 The Dhamra Port Company Ltd. 3.24 1.84 Karnavati Aviation Pvt. Ltd. 0.32 0.11 Maharashtra Eastern Grid Power Transmission Company Ltd.

8.40 0.90

MPSEZ Utilities Pvt. Ltd. 0.63 0.17 Parsa Kente Collieries Ltd. 2,041.08 538.40 Prayatna Developers Pvt. Ltd. - *Udupi Power Corporation Ltd. 5.67 0.01 Talabira (Odisha) Mining Pvt. Ltd. 0.08 - Adani Cementation Ltd. * - Adani Agri Logistics (Kannauj) Ltd. 0.03 - Adani Agri Logistics (Panipat) Ltd. 0.03 - Adani Petroleum Terminal Pvt. Ltd. 1.05 - Adani Township & Real Estate Company Pvt. Ltd. 4.15 -

157

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

4 Services Availed(incl. reimbursement of expenses)

Adani Hazira Port Pvt. Ltd. 76.86 49.68 Adani Logistics Ltd. # 53.17 82.94 Adani Murmugao Port Terminal Pvt. Ltd. 9.33 - Adani Petronet (Dahej) Port Pvt. Ltd. # 50.92 102.65 Adani Ports & Special Economic Zone Ltd. # 12.86 56.04 Adani Properties Pvt. Ltd. 0.08 0.08 Adani Resources Pvt. Ltd. 7.62 5.58 Adani Wilmar Ltd. 0.54 0.66 Adani Power Ltd. 0.01 - The Dhamra Port Company Ltd. 93.64 100.61 Karnavati Aviation Pvt. Ltd. - *Mundra International Airport Pvt. Ltd. 0.46 0.40 Parsa Kente Collieries Ltd. 41.00 924.84 Adani Township & Real Estate Company Pvt. Ltd. 0.71 19.28 Shantilal Budhermal Adani Family Trust * *

# Services availed from Adani Ports and Special Economic Zone Ltd., Adani Petronet (Dahej) Port Pvt. Ltd. and Adani Logistics Ltd. does not include pass through transactions.

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

5 Interest Income Adani Agri Fresh Ltd. 1.68 5.08 Adani Agri Logistics Ltd. 4.69 7.47 Adani Agri Logistics (Dewas) Ltd. 0.39 0.29 Adani Agri Logistics (Harda) Ltd. 0.38 0.29 Adani Agri Logistics (Hosangabad) Ltd. 0.38 0.29 Adani Agri Logistics (MP) Ltd. 0.41 0.30 Adani Agri Logistics (Satna) Ltd. 0.38 0.29 Adani Agri Logistics (Ujjain) Ltd. 0.39 0.25 Adani Defence Systems and Technologies Ltd. 0.02 0.01 Adani Gas Ltd. - 0.78 Adani Green Energy Ltd. 18.03 1.11 Adani Green Energy (Tamilnadu) Ltd. 17.33 9.73 Adani Wind Energy (AP) Ltd. * 0.01 Adani Green Energy (MP) Ltd. 3.02 0.01 Adani Green Energy (UP) Ltd. 3.27 0.34 Adani Welspun Exploration Ltd. 22.16 38.28 Adani Infra (India) Ltd. 8.05 4.94 Adani Pench Power Ltd. 13.04 23.34 Adani Power Dahej Ltd. 36.12 65.33 Adani Power Ltd. 268.28 166.99 Adani Renewable Energy Park Ltd. 0.68 0.15 Adani Resources Pvt. Ltd. - 0.01 Adani Renewable Energy Park (Rajasthan) Ltd. 0.95 0.29

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

158

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Adani Synenergy Ltd. 1.94 0.93 CSPGCL AEL Parsa Collieries Ltd. 0.17 0.14 Kamuthi Renewable Energy Ltd. 7.08 2.28 Kamuthi Solar Power Ltd. 21.30 7.89 Kutchh Power Generation Ltd. 5.95 202.57 Mahaguj Power Ltd. 0.01 0.01 Mundra Solar Ltd. 2.38 2.26 Mundra Solar PV Ltd. 20.84 3.14 Natural Growers Pvt. Ltd. 2.23 4.04 Parampujya Solar Energy Pvt. Ltd. 2.03 0.21 Parsa Kente Collieries Ltd. 53.02 18.56 Prayatna Developers Pvt. Ltd. 13.15 0.29 Ramnad Renewable Energy Ltd. 4.49 1.74 Ramnad Solar Power Ltd. 6.52 4.10 Sarguja Rail Corridor Pvt. Ltd. 0.95 20.75 Surguja Power Pvt. Ltd. 0.65 0.50 Rajasthan Collieries Ltd. 0.45 0.28 Rosepetal Solar Energy Pvt. Ltd. 0.16 0.10 Udupi Power Corporation Ltd. - 0.10 Adani Bunkering Pvt. Ltd. 0.08 - Jhar Mining Infra Pvt. Ltd. * - Kilaj Solar (Maharashtra) Pvt. Ltd. 0.28 - Mundra Solar Technopark Pvt. Ltd 19.41 - Talabira (Odisha) Mining Pvt. Ltd. 0.05 - Wardha Solar (Maharashtra) Pvt. Ltd. 0.09 - Adani Cementation Ltd. * - Adani Elbit Advanced Systems India Ltd. 0.01 - Adani Green Technology Ltd. * - Adani Infrastructure and Developers Pvt. Ltd. 9.68 4.73

6 Interest Expense Adani Gas Ltd. 32.00 17.27 Adani Ports & Special Economic Zone Ltd. 40.22 5.97 Adani Infra (India) Ltd. 11.42 - Adani Bunkering Pvt. Ltd. 1.64 13.73 Adani Logistics Ltd. 5.22 - Talabira (Odisha) Mining Pvt. Ltd. 0.08 -

7 Dividend Income Adani Gas Ltd. - 43.65 Adani Ports & Special Economic Zone Ltd. - 170.76

8 Rent Income Adani Wilmar Ltd. 0.60 0.60 Chhattisgarh – WR Transmission Ltd. 0.03 0.02 Sipat Transmission Ltd. 0.03 0.02 Raipur - Rajnandgaon - Warora Transmission Ltd. 0.03 0.02 Adani Institute for Education and Research 0.45 - Adani M2K Project LLP 0.34 0.34

159

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

9 Rent Expense Adani Petronet (Dahej) Port Pvt. Ltd. 0.01 0.01 Adani Properties Pvt. Ltd. 1.47 1.47 Adani Wilmar Ltd. 0.09 0.09 The Dhamra Port Company Ltd. 0.04 0.15 Adani Infrastructure and Developers Pvt. Ltd. 0.72 0.82 Mr. Rajesh S. Adani - 0.02 Mr. Vinod S. Adani - 0.02

10 Reimbursement for Corporate House Capex Expense

Adani Ports and Special Economic Zone Ltd. 265.00 -

11 Discount Received on Prompt Payment of Bills

Adani Power Ltd. 7.90 23.19

12 Remuneration # Mr. Gautam S. Adani 1.95 1.87 Mr. Rajesh S. Adani 4.23 4.08 Mr. Pranav V. Adani 2.96 1.96 Mr. Ameet Desai 10.75 8.41 Mr. Jatinkumar Jalundhwala 1.45 1.21

13 Directors Sitting Fees Mr. Hemant Nerurkar 0.02 0.03 Ms. Dharmishta N Rawal - 0.04 Mr. Anil Ahuja 0.02 0.03 Dr. Ravindra Dholakia 0.01 0.03 Mr. Berjis Minoo Desai * *Mr. Venkataraman Subramanian 0.01 - Mrs. Vijaylaxmi Joshi * - Mr. S K Tuteja - 0.03

14 Commission to Non-Executive Directors

Mr. S K Tuteja 0.02 0.10 Mr. Hemant Nerurkar 0.12 0.05 Mr. Berjis Minoo Desai 0.12 0.10 Mr. Venkataraman Subramanian 0.07 - Mrs. Vijaylaxmi Joshi 0.04 - Ms. Dharmishta N Rawal - 0.10 Dr. Ravindra Dholakia - 0.14

15 Sale of Asset Adani Transmission Ltd. - 0.03 Udupi Power Corporation Ltd. - 0.04

16 Purchase of Asset Adani Welspun Exploration Ltd. - 0.04 17 Borrowings (Loan

Taken) AdditionAdani Gas Ltd. 453.80 424.27 Adani Ports & Special Economic Zone Ltd. 725.00 175.00 Adani Infra (India) Ltd. 1,050.65 - Adani Bunkering Pvt. Ltd. 59.50 368.30 Adani Logistics Ltd. 340.00 - Talabira (Odisha) Mining Pvt. Ltd. 1.00 -

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

160

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

18 Borrowings (Loan Repaid) Repaid

Adani Gas Ltd. 275.00 118.01 Adani Ports & Special Economic Zone Ltd. 725.00 175.00 Adani Infra (India) Ltd. 1,050.65 - Adani Bunkering Pvt. Ltd. 59.50 368.30 Adani Logistics Ltd. 340.00 - Talabira (Odisha) Mining Pvt. Ltd. 1.00 -

19 Loans Given Adani Agri Fresh Ltd. 298.03 60.83 Adani Agri Logistics Ltd. 47.44 7.10 Adani Agri Logistics (Dewas) Ltd. - 2.20 Adani Agri Logistics (Harda) Ltd. - 2.13 Adani Agri Logistics (Hosangabad) Ltd. - 2.10 Adani Agri Logistics (MP) Ltd. - 2.43 Adani Agri Logistics (Satna) Ltd. - 2.13 Adani Agri Logistics (Ujjain) Ltd. - 2.18 Adani Defence Systems and Technologies Ltd. 0.07 0.16 Adani Green Energy Ltd. 804.10 58.34 Adani Green Energy (Tamilnadu) Ltd. 254.33 412.70 Adani Wind Energy (AP) Ltd. - 0.16 Adani Green Energy (MP) Ltd. 25.40 25.01 Adani Green Energy (UP) Ltd. 116.68 21.12 Adani Infra (India) Ltd. 1,151.42 136.75 Adani Pench Power Ltd. 5.56 27.33 Adani Power Dahej Ltd. 9.85 80.08 Adani Power Ltd. 1,065.61 5,581.00 Adani Renewable Energy Park Ltd. 4.61 4.44 Adani Renewable Energy Park (Rajasthan) Ltd. 21.19 7.22 Adani Synenergy Ltd. 10.11 10.01 Adani Welspun Exploration Ltd. 79.69 134.08 CSPGCL AEL Parsa Collieries Ltd. 0.38 0.33 Kamuthi Renewable Energy Ltd. 121.74 155.71 Kamuthi Solar Power Ltd. 507.45 355.71 Kutchh Power Generation Ltd. 0.51 22.37 Mahaguj Power Ltd. 0.10 0.01 Mundra Solar Ltd. 2.59 45.13 Mundra Solar PV Ltd. 545.24 100.60 Natural Growers Pvt. Ltd. 0.24 4.08 Parampujya Solar Energy Pvt. Ltd. 157.21 9.35 Parsa Kente Collieries Ltd. 145.12 300.46 Prayatna Developers Pvt. Ltd. 148.61 13.06 Ramnad Renewable Energy Ltd. 153.91 87.61 Ramnad Solar Power Ltd. 80.05 201.80 Sarguja Rail Corridor Pvt. Ltd. - 19.46

161

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Surguja Power Pvt. Ltd. 1.38 1.97 Rajasthan Collieries Ltd. 0.42 3.76 Rosepetal Solar Energy Pvt. Ltd. 1.55 7.40 Adani Bunkering Pvt. Ltd. 11.59 - Jhar Mining Infra Pvt. Ltd. 0.10 - Kilaj Solar (Maharashtra) Pvt. Ltd. 7.46 - Mundra Solar Technopark Pvt. Ltd 421.46 - Talabira (Odisha) Mining Pvt. Ltd. 4.12 - Wardha Solar (Maharashtra) Pvt. Ltd. 1.38 - Adani Cementation Ltd. 0.02 - Adani Elbit Advanced Systems India Ltd. 0.50 - Adani Green Technology Ltd. 1.95 - Adani Infrastructure and Developers Pvt. Ltd. 102.71 66.04

# The above does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified.

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

20 Loans Received back Adani Agri Fresh Ltd. 54.81 6.02 Adani Agri Logistics Ltd. - 37.00 Adani Agri Logistics (Dewas) Ltd. 3.73 - Adani Agri Logistics (Harda) Ltd. 3.66 - Adani Agri Logistics (Hosangabad) Ltd. 3.63 - Adani Agri Logistics (MP) Ltd. 3.96 - Adani Agri Logistics (Satna) Ltd. 3.66 - Adani Agri Logistics (Ujjain) Ltd. 3.71 - Adani Defence Systems and Technologies Ltd. 0.06 - Adani Gas Ltd. - 48.00 Adani Power Dahej Ltd. 728.53 - Adani Green Energy Ltd. 799.19 27.15 Adani Green Energy (Tamilnadu) Ltd. 354.85 274.01 Adani Wind Energy (AP) Ltd. 0.11 0.05 Adani Green Energy (MP) Ltd. 47.05 - Adani Green Energy (UP) Ltd. 14.05 1.50 Adani Infra (India) Ltd. 807.55 136.75 Adani Pench Power Ltd. 262.78 6.15 Adani Power Ltd. 3,330.39 2,326.54 Adani Renewable Energy Park Ltd. - 0.30 Adani Resources Pvt. Ltd. - 0.07 Adani Renewable Energy Park (Rajasthan) Ltd. 26.63 0.60 Adani Welspun Exploration Ltd. 2.12 12.87 Kamuthi Renewable Energy Ltd. 120.64 112.25

162

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Kamuthi Solar Power Ltd. 442.54 253.00 Kutchh Power Generation Ltd. 118.59 4,347.11 Mundra Solar Ltd. - 21.58 Mundra Solar PV Ltd. 282.14 34.50 Natural Growers Pvt. Ltd. 46.81 - Parampujya Solar Energy Pvt. Ltd. 132.99 2.95 Parsa Kente Collieries Ltd. 219.75 237.55 Prayatna Developers Pvt. Ltd. 60.57 8.00 Ramnad Renewable Energy Ltd. 79.30 46.90 Ramnad Solar Power Ltd. 76.82 159.55 Sarguja Rail Corridor Pvt. Ltd. 185.24 - Surguja Power Pvt. Ltd. 0.20 - Rosepetal Solar Energy Pvt. Ltd. 2.68 5.25 Kilaj Solar (Maharashtra) Pvt. Ltd. 2.39 - Mundra Solar Technopark Pvt. Ltd 254.22 - Talabira (Odisha) Mining Pvt. Ltd. 1.06 - Adani Infrastructure and Developers Pvt. Ltd. 30.00 42.75

21 Purchase or Subscription of Investment

Adani Defence Systems and Technologies Ltd. - 0.05 Adani Green Energy Ltd. 568.09 81.57 Adani Kandla Bulk Terminal Pvt. Ltd. - 26.00 Adani Renewable Energy Park Ltd. - 0.05 Adani Welspun Exploration Ltd. - 12.87 Parampujya Solar Energy Pvt. Ltd. - 0.01 Prayatna Developers Pvt. Ltd. 186.80 24.01 Rosepetal Solar Energy Pvt. Ltd. - 0.01 Adani Pench Power Ltd. 276.73 - Adani Power Dahej Ltd. 763.30 - Adani Properties Pvt. Ltd. 0.07 - Kutchh Power Generation Ltd. 118.39 - Natural Growers Pvt. Ltd. 46.81 - Talabira (Odisha) Mining Pvt. Ltd. 1.00 - Adani Cementation Ltd. 0.05 - Adani Elbit Advanced Systems India Ltd. 0.01 - Adani Agri Logistics (Kannauj) Ltd. 1.00 - Adani Agri Logistics (Panipat) Ltd. 1.00 - Adani Green Technology Ltd. 300.00 - Adani Commodities LLP 341.39 - Adani Tradex LLP 1.25 - Adani Tradecom LLP 0.05 - Adani Tradewing LLP 0.06 -

22 Sale or Redemption of Investment

Adani Global Ltd. - 246.12 Adani Agri Logistics Ltd. 8.00 - Adani Ports and Special Economic Zone Ltd. 61.34 - Mahaguj Power Ltd. 0.03 -

163

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Adani Gas Holdings Ltd. 232.46 - Mr. Rajesh S. Adani * - Adani Properties Pvt. Ltd. - 45.30 Adani Green Energy Ltd. - 0.07 The Dhamra Port Company Ltd. - 0.05 Adani Infrastructure Pvt. Ltd. * - Adani Tradewing LLP 0.02 -

23 Transfer-out of employees liabilities

Adani Synenergy Ltd. 0.06 0.25 Adani Transmission Ltd. 0.03 0.01 Adani Transmission (India) Ltd. 0.03 - Adani Wilmar Ltd. 0.14 0.01 Adani Green Energy Ltd. 0.07 - Adani Ports and Special Economic Zone Ltd. 0.03 - Adani Power Ltd. 0.31 - Adani Resources Pvt. Ltd. 0.07 - Adani Bunkering Pvt. Ltd. 0.10 - Parsa Kente Collieries Ltd. 0.11 - Adani Power (Jharkhand) Ltd. 0.13 - Adani Township & Real Estate Company Pvt. Ltd. 0.03 -

24 Transfer-in of employees liabilities

Adani Ports and Special Economic Zone Ltd. 0.11 - Adani Power Ltd. 0.05 - Adani Wilmar Ltd. 0.01 - Adani Bunkering Pvt. Ltd. 0.01 -

25 Transfer-out of employees Loans and advances

Adani Infra (India) Ltd. - *Adani Ports & Special Economic Zone Ltd. 0.01 *Adani Power Ltd. 0.05 0.02 Adani Bunkering Pvt. Ltd. 0.02 - Adani Transmission Ltd. - *Adani Resources Pvt. Ltd. * -

26 Transfer-in of employees Loans and advances

Adani Ports & Special Economic Zone Ltd. 0.07 0.03 Sarguja Rail Corridor Pvt. Ltd. - *

27 Advance / Deposit Received

Adani Ports & Special Economic Zone Ltd. - 552.00

Closing Balances (H in Crores)

Sr. No.

Nature of Transaction Name of Related Party As at 31st March, 2017

As at 31st March, 2016

28 Accounts Receivable Adani Agri Fresh Ltd. 0.30 0.07 Adani Agri Logistics (Kannauj) Ltd. 0.03 - Adani Agri Logistics (Panipat) Ltd. 0.03 - Adani Agri Logistics Ltd. 0.43 0.12 Adani Bunkering Pvt. Ltd. 0.23 0.12 Adani Gas Ltd. 1.03 0.29

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

164

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As at 31st March, 2017

As at 31st March, 2016

Adani Green Energy (Tamilnadu) Ltd. 3.32 - Adani Green Energy Ltd. - 0.06 Adani Hazira Port Pvt. Ltd. - 0.24 Adani Infra (India) Ltd. 2.26 0.62 Adani Institute for Education and Research 2.02 0.72 Adani Kandla Bulk Terminal Pvt. Ltd. 0.19 0.01 Adani Logistics Ltd. 5.84 - Adani Mining Pty Ltd. - 0.06 Adani Murmugao Port Terminal Pvt. Ltd. 0.15 0.04 Adani Petroleum Terminal Pvt. Ltd. 1.21 - Adani Petronet (Dahej) Port Pvt. Ltd. 1.43 0.14 Adani Ports and Special Economic Zone Ltd. 9.36 - Adani Power Ltd. 28.61 10.77 Adani Power Maharashtra Ltd. 94.32 26.79 Adani Power Rajasthan Ltd. 130.38 51.12 Adani Synenergy Ltd. * 0.06 Adani Transmission (India) Ltd. 0.36 0.68 Adani Transmission Ltd. - 0.01 Adani Vizag Coal Terminal Pvt. Ltd. - 0.03 Adani Wilmar Ltd. - 1.80 Adani Wind Energy (Gujarat) Pvt. Ltd. 235.61 - Chhattisgarh – WR Transmission Ltd. - 0.02 CSPGCL AEL Parsa Collieries Ltd. 3.44 3.44 Karnavati Aviation Pvt. Ltd. 0.09 0.03 Maharashtra Eastern Grid Power Transmission Company Ltd.

- 0.51

MPSEZ Utilities Pvt. Ltd. 0.57 0.02 Mundra Solar PV Ltd. 110.44 - Parampujya Solar Energy Pvt. Ltd. 4.51 - Parsa Kente Collieries Ltd. 790.77 430.96 Raipur - Rajnandgaon - Warora Transmission Ltd. - 0.02 Sipat Transmission Ltd. - 0.02 Talabira (Odisha) Mining Pvt. Ltd. 0.08 - The Dhamra Port Company Ltd. 1.79 0.19 Udupi Power Corporation Ltd. 6.08 0.04 Wardha Solar (Maharashtra) Pvt. Ltd. 0.65 - Adani M2K Project LLP * 0.03 Adani Infrastructure and Developers Pvt. Ltd. 0.01 0.01 Adani Township & Real Estate Company Pvt. Ltd. 4.56 *

29 Loans - Current Adani Agri Fresh Ltd. 298.03 54.81 Adani Agri Logistics (Dewas) Ltd. - 3.73 Adani Agri Logistics (Harda) Ltd. - 3.63 Adani Agri Logistics (Hosangabad) Ltd. - 3.63 Adani Agri Logistics (MP) Ltd. - 3.96

165

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As at 31st March, 2017

As at 31st March, 2016

Adani Agri Logistics (Satna) Ltd. - 3.66 Adani Agri Logistics (Ujjain) Ltd. - 3.71 Adani Agri Logistics Ltd. 88.92 41.48 Adani Bunkering Pvt. Ltd. 11.59 - Adani Cementation Ltd. 0.02 - Adani Defence Systems and Technologies Ltd. 0.16 0.16 Adani Elbit Advanced Systems India Ltd. 0.50 - Adani Green Energy (MP) Ltd. 3.36 25.01 Adani Green Energy (Tamilnadu) Ltd. 38.17 138.69 Adani Green Energy (UP) Ltd. 122.25 19.62 Adani Green Energy Ltd. 36.12 31.22 Adani Infra (India) Ltd. 343.87 - Adani Pench Power Ltd. - 257.22 Adani Power Dahej Ltd. - 718.68 Adani Power Ltd. 989.68 3,254.46 Adani Renewable Energy Park Ltd. 8.75 4.14 Adani Renewable Energy Park (Rajasthan) Ltd. 1.18 6.62 Adani Synenergy Ltd. - 14.61 Adani Welspun Exploration Ltd. 504.50 426.93 Adani Wind Energy (AP) Limited - 0.11 CSPGCL Parsa Collieries Ltd. 1.76 1.38 Kamuthi Renewable Energy Ltd. 44.56 43.46 Kamuthi Solar Power Ltd. 167.61 102.71 Kilaj Solar (Maharashtra) Pvt. Ltd. 5.07 - Kutchh Power Generation Ltd. - 118.39 Mundra Solar Ltd. 26.14 23.55 Mundra Solar PV Ltd. 329.20 66.10 Mundra Solar Technopark Pvt. Ltd 167.24 - Natural Growers Pvt. Ltd. - 44.37 Parampujya Solar Energy Pvt. Ltd. 30.62 6.40 Parsa Kente Collieries Ltd. 98.36 172.99 Prayatna Developers Pvt. Ltd. 93.10 5.06 Ramnad Renewable Energy Ltd. 115.32 40.71 Ramnad Solar Power Ltd. 45.48 42.25 Rosepetal Solar Energy Pvt. Ltd. 1.02 2.15 Adani Green Technology Ltd. 1.95 - Sarguja Rail Corridor Pvt. Ltd. - 185.24 Wardha Solar (Maharashtra) Pvt. Ltd. 1.38 - Adani Infrastructure and Developers Pvt. Ltd. 4.99 35.65

30 Loans - Non Current Adani Synenergy Ltd. 24.72 - Jhar Mining Infra Pvt. Ltd. 0.10 - Mahaguj Power Ltd. 0.23 0.12 Rajasthan Collieries Ltd. 4.18 3.76 Surguja Power Pvt. Ltd. 7.19 6.01

166

Notes forming part of the Financial Statements for the year ended 31st March, 2017

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As at 31st March, 2017

As at 31st March, 2016

Talabira (Odisha) Mining Pvt. Ltd. 3.07 - Adani Infrastructure and Developers Pvt. Ltd. 107.87 4.49

31 Other Current Financial Assets

Adani Properties Pvt. Ltd. 1.30 76.30 Adani Gas Ltd. 0.03 0.03 Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01 Adani Power Maharashtra Ltd. 11.96 - Adani Wilmar Ltd. - 0.09 Parsa Kente Collieries Ltd. - 14.26 Prayatna Developers Pvt. Ltd. 6.99 -

32 Other Current Assets Adani Institute for Education and Research 0.03 - Adani Power Ltd. 860.11 683.02 Adani Power Rajasthan Ltd. 0.27 0.01

33 Accounts Payable (incl provisions)

Adani Bunkering Pvt. Ltd. 0.09 - Adani Gas Ltd. 0.01 0.01 Adani Global FZE 4.44 - Adani Global Pte. Ltd. 1,799.24 1,927.80 Adani Green Energy Ltd. 0.07 - Adani Hazira Port Pvt. Ltd. 35.42 41.35 Adani Logistics Ltd. 31.83 54.35 Adani Murmugao Port Terminal Pvt. Ltd. 0.70 - Adani Petronet (Dahej) Port Pvt. Ltd. 20.92 31.67 Adani Ports and Special Economic Zone Ltd. 6.62 8.87 Adani Power (Jharkhand) Ltd. 0.13 - Adani Power Ltd. 70.50 85.67 Adani Power Maharashtra Ltd. 11.47 51.26 Adani Resources Pvt. Ltd. 0.83 - Adani Synenergy Ltd. 0.31 0.25 Adani Transmission (India) Ltd. 0.03 - Adani Transmission Ltd. 0.03 0.01 Adani Wilmar Ltd. 0.26 0.20 Mundra International Airport Pvt. Ltd. 0.39 0.42 Parsa Kente Collieries Ltd. 23.22 10.59 The Dhamra Port Company Ltd. 35.55 57.47 Adani Infrastructure and Developers Pvt. Ltd. 0.29 0.19 Adani Township & Real Estate Company Pvt. Ltd. 0.73 -Mr. Rajesh S. Adani 1.00 1.00 Mr. Pranav V. Adani 0.50 -

34 Borrowings (Loan) Adani Gas Ltd. 485.06 306.26 35 Other Current

Liabilities Adani Hazira Port Pvt. Ltd. 0.14 - Adani Logistics Ltd. - 0.26 Adani Ports & Special Economic Zone Ltd. - 804.29 Adani Wilmar Ltd. 10.72 - Chhattisgarh – WR Transmission Ltd. * -

167

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As at 31st March, 2017

As at 31st March, 2016

Maharashtra Eastern Grid Power Transmission Company Ltd.

0.30 -

North Karanpura Transco Ltd. 0.01 - Prayatna Developers Pvt. Ltd. 8.64 - Sipat Transmission Ltd. * -

36 Corporate Guarantees Given

Adani Power Ltd. - 287.95 Adani Wilmar Ltd. 93.70 97.70 Adani Green Energy Ltd. 2,964.33 1,984.00 Adani Power Rajasthan Ltd. 1,195.79 1,204.90

Note: Transactions with Related Parties are shown net of taxes.

45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

46 Following are the details of loans and advances in nature of loans given to subsidiaries, associates and other entities in which directors are interested in terms of regulation 53 (F) read together with Para A of Schedule V of SEBI (Listing Obligation and Disclosure Regulation, 2013).

(a) Loans and advances in the nature of loans to subsidiaries and associates by name and amount :(H in Crores)

Sr. No.

Name of Entity Closing Balance As at

31st March, 2017

Maximum amountOutstanding

during the year1 Adani Gas Ltd. CY Nil 486.26

PY Nil 48.002 Adani Agri Fresh Ltd. CY 298.03 298.03

PY 54.81 56.003 Adani Pench Power Ltd. CY Nil Nil

PY 257.22 257.224 Adani Power Dahej Ltd. CY Nil Nil

PY 718.68 718.685 Kutchh Power Generation Ltd. CY Nil Nil

PY 118.39 4444.636 Parsa Kente Collieries Ltd. CY 98.36 206.49

PY 172.99 250.337 Natural Growers Pvt. Ltd. CY Nil Nil

PY 44.37 44.378 Adani Agri Logistics Ltd. CY 88.92 88.92

PY 41.48 71.389 CSPGCL AEL Parsa Collieries Ltd. CY 1.76 1.76

PY 1.38 1.3810 Adani SynEnergy Ltd. CY 24.72 24.72

PY 14.61 14.6111 Adani Welspun Exploration Ltd. CY 504.50 504.50

PY 426.93 439.8012 Adani Agri Logistics (MP) Ltd. CY Nil 3.96

PY 3.96 3.9613 Adani Agri Logistics (Ujjain) Ltd. CY Nil 3.71

PY 3.71 3.71

168

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(H in Crores)Sr. No.

Name of Entity Closing Balance As at

31st March, 2017

Maximum amountOutstanding

during the year14 Adani Agri Logistics (Harda) Ltd. CY Nil 3.66

PY 3.66 3.6615 Adani Agri Logistics (Hoshangabad) Ltd. CY Nil 3.63

PY 3.63 3.6316 Adani Agri Logistics (Dewas) Ltd. CY Nil 3.73

PY 3.73 3.7317 Adani Agri Logistics (Satna) Ltd. CY Nil 3.66

PY 3.66 3.6618 Adani Green Energy Ltd. CY 36.12 753.21

PY 31.22 31.2219 Adani Green Energy (Tamil Nadu) Ltd. CY 38.17 285.13

PY 138.69 275.2020 Adani Renewable Energy Park Ltd. CY 8.75 8.75

PY 4.14 4.1421 Adani Green Energy (UP) Ltd. CY 122.25 122.25

PY 19.62 20.8022 Ramnad Renewable Energy Ltd. CY 115.32 116.10

PY 40.71 54.7223 Ramnad Solar Power Ltd. CY 45.48 115.12

PY 42.25 147.0324 Kamuthi Renewable Energy Ltd. CY 44.56 98.37

PY 43.46 74.7325 Kamuthi Solar Power Ltd. CY 167.61 330.23

PY 102.71 236.6726 Rajasthan Collieries Ltd. CY 4.18 4.18

PY 3.76 3.7627 Mundra Solar Ltd. CY 26.14 26.14

PY 23.55 43.0028 Mundra Solar PV Ltd. CY 329.20 329.20

PY 66.10 96.3829 Prayatna Developers Pvt. Ltd. CY 93.10 97.24

PY 5.06 9.4430 Adani Defence Systems And Technologies Ltd. CY 0.16 0.21

PY 0.16 0.1631 Parampujya Solar Energy Pvt. Ltd. CY 30.62 73.76

PY 6.40 7.5032 Rosepetal Solar Energy Pvt. Ltd. CY 1.02 2.95

PY 2.15 7.3033 Adani Renewable Energy Park Rajasthan Ltd. CY 1.18 17.90

PY 6.62 6.6234 Adani Green Energy (Telengana) Ltd. CY Nil 0.11

PY 0.11 0.1535 Adani Green Energy (MP) Ltd. CY 3.36 47.46

PY 25.01 25.0136 Adani Resources Pvt. Ltd. CY Nil Nil

PY Nil 0.0737 Mahaguj Power Ltd. CY 0.23 0.23

PY 0.12 0.1238 Surguja Power Pvt. Ltd. CY 7.19 7.19

PY 6.01 6.01

46 (contd.)

169

Adani Enterprises Limited 25th Annual Report 2016-17

46 (contd.)(H in Crores)

Sr. No.

Name of Entity Closing Balance As at

31st March, 2017

Maximum amountOutstanding

during the year39 Adani Bunkering Pvt. Ltd. CY 11.59 11.59

PY Nil Nil40 Adani Elbit Advanced Systems India Ltd. CY 0.50 0.50

PY Nil Nil41 Adani Cementation Ltd. CY 0.02 0.02

PY Nil Nil42 Mundra Solar Technopark Pvt. Ltd CY 167.24 404.47

PY Nil Nil43 Kilaj Solar (Maharashtra) Pvt. Ltd. CY 5.07 5.07

PY Nil Nil44 Adani Green Technology Ltd. CY 1.95 1.95

PY Nil Nil45 Wardha Solar (Maharashtra) Pvt. Ltd. CY 1.38 1.38

PY Nil Nil46 Talabira (Odisha) Mining Pvt. Ltd. CY 3.07 4.08

PY Nil Nil47 Jhar Mining Infra Pvt. Ltd. CY 0.10 0.10

PY Nil Nil

Note :- All the above loans and advances have been given for business purposes.

(b) Loans and advances in the nature of loans to firms / companies in which directors are interested by name and amount:(H in Crores)

Sr. No.

Name of Entity Closing Balance As at

31st March, 2017

Maximum amountOutstanding

during the year1 Adani Power Ltd. CY 989.68 3,634.42

PY 3,254.46 3,692.002 Adani Transmission Ltd. CY Nil Nil

PY Nil 1,184.203 Adani Gas Ltd. CY Nil 486.26

PY Nil 48.004 Adani Welspun Exploration Ltd. CY 504.50 504.50

PY 426.93 439.805 Adani Green Energy Ltd. CY 36.12 753.21

PY 31.22 31.226 Adani Defence Systems and Technologies Ltd. CY 0.16 0.21

PY 0.16 0.167 Adani Agri Fresh Ltd. CY 298.03 298.03

PY 54.81 56.008 Adani Agri Logistics Ltd. CY 88.92 88.92

PY 41.48 71.389 Adani Synenergy Ltd. CY 24.72 24.72

PY 14.61 14.6110 Adani Bunkering Pvt. Ltd. CY 11.59 11.59

PY Nil Nil

(c) None of the loanee and loanees of subsidiary companies have per se made Investments in the shares of the Company.

Notes forming part of the Financial Statements for the year ended 31st March, 2017

170

Notes forming part of the Financial Statements for the year ended 31st March, 2017

47 Items of Expenditure in the Statement of Profit and Loss include reimbursements for common sharing facilities to and by the Company.

48 PURSUANT TO IND AS 31 – FINANCIAL REPORTING OF INTERESTS IN JOINT VENTURE, THE DISCLOSURES RELATING TO THE JOINT VENTURES ARE AS FOLLOWS :

(a) Jointly Controlled Assets The Company jointly with other parties to the joint venture, have been awarded two onshore oil & gas blocks at Palej

and Assam by Government of India through NELP-VI bidding round, has entered into Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks were incurred by Adani Group, Welspun Group or through its joint venture Adani Welspun Exploration Ltd.

The details of the blocks are stated below:

(H in Crores)Jointly Controlled Assets Company’s Participating

Interest %Other Partners Other Partner’s

Participating Interest %CB-ONN-2004/5 Block Palej 55% Welspun Natural Resources Ltd. 35%

NAFTOGAZ India Pvt. Ltd. 10%

Government of India has issued a notice intimating the termination of the Production Sharing Contracts (PSCs) in respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks - NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in Palej block.

The financial statements of the Company reflect its share of Assets and Liabilities of the jointly controlled assets which are accounted on a line to line basis with similar items in the Company’s accounts to the extent of participating interest of the Company as per the various joint venture agreements, in compliance of Ind AS 31. The summary of the Company’s share in Assets & Liabilities of unincorporated joint ventures are as follow:

(H in Crores)Particulars CB-ONN-2004/5-Palej

As at 31st March, 2017

As at 31st March, 2016

Property, Plant & Equipment 0.08 0.08Capital Work in Progress 94.64 94.79Intangible Assets 0.69 0.69Other Current Assets * *Cash & Cash Equivalents * *Other Non-Current Assets 0.01 0.01

95.43 95.58Capital Contributions 92.84 92.99Other Current Liabilities 2.59 2.59

95.43 95.58

(*Denotes amount less than H50,000)

171

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Financial Statements for the year ended 31st March, 2017

(b) Jointly Controlled Entities The Company has a Joint Venture interest in Adani Elbit Advanced Systems India Limited, companies incorporated

under the Companies Act, 2013. As on 31st March, 2017, the Company has invested a sum of H0.01 Crores.

The Proportionate share of assets, liabilities , income & expenditure, contingent liabilities and capital commitments of the Joint Ventures are as given below:

(H in Crores)Particulars Adani Elbit Advanced

Systems India Ltd.Country of Incorporation India% of ownership interest 51%

2016-17 2015-16Liabilities 0.43 - Assets 0.01 - Income - - Expenditure 0.43 - Profit/(Loss) for the year (0.43) - Contingent Liabilities - - Capital Commitments - -

48 PURSUANT TO IND AS 31 – FINANCIAL REPORTING OF INTERESTS IN JOINT VENTURE, THE DISCLOSURES RELATING TO THE JOINT VENTURES ARE AS FOLLOWS : (CONTD.)

49 EXPENSES DIRECTLY ATTRIBUTABLE TO CONSTRUCTION PERIOD

The following expenses including borrowing cost which are specifically attributable to construction of project are included in capital work-in-progress (CWIP):

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Opening Balance 267.10 263.91 Add: Employee Benefits Expense 1.00 - Finance costs 12.87 12.10 Operating and Other Expenses 1.45 0.09

282.42 276.10 Less: Other Income 8.32 9.00

274.10 267.10 Less: Capitalised during the year 20.77 - Closing Balance 253.33 267.10

50 EARNING PER SHAREParticulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Net Profit after tax available for Equity Shareholders (H in Crores) 221.64 520.11 Weighted Average Number of shares used in computing Earnings Per ShareBasic & Diluted 1,09,98,10,083 1,09,98,10,083Earnings Per Share (face value H1/- each)Basic & Diluted (in H) 2.02 4.73

172

Notes forming part of the Financial Statements for the year ended 31st March, 2017

51 Details of loans given, Investments made and Guarantee given or security provided covered u/s 186 (4) of the Companies Act, 2013 are given under respective heads (refer Note 45 and 46).

52 CORPORATE SOCIAL RESPONSIBILITY As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the

Company. The CSR activities of the Company are generally being carried out through Adani Foundation a Charitable Trust set up by the Group, whereby funds are allocated from the Company. The Charitable Trust carries out the CSR activities as specified in Schedule VII of the Companies Act, 2013 on behalf of the Company. During the year, the Company is not required to spend any amount as per the provisions of Section 135 of the Companies Act, 2013.

53 As per Ind AS 108, " Operating Segments", if a single financial report contains both Standalone financial statements and Consolidated financial statements of the Company, segment information may be presented only on the basis of Consolidated Financial Statements of the Company. Hence, the required segment information has been appended in the Consolidated Financial Statements.

54 The Board of Directors at its meeting held on 24th May, 2017 have recommended the payment of a final dividend of H0.40 per equity share of the face value of H1 each for financial year 2016-17. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.

During the year ended 31st March, 2016, the Company had declared and paid interim dividend of H0.40 per equity share of H1 each.

55 APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved for issue by the board of directors on 24th May, 2017.

56 Previous year's figure have been regrouped / reclassified wherever necessary, to confirm to current year's classification / disclosure.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

173

Adani Enterprises Limited 25th Annual Report 2016-17

Independent Auditor’s Report

To the Members ofADANI ENTERPRISES LIMITED

Report on the Consolidated Ind AS Financial StatementsWe have audited the accompanying consolidated Ind AS Financial Statements of Adani Enterprises Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and jointly controlled entities, comprising of the consolidated Balance Sheet as at 31st March, 2017, the consolidated Statement of Profit and Loss including other comprehensive income, the consolidated Statement of Cash Flows and the consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated Ind AS Financial Statements’).

Management’s Responsibility for the Consolidated Ind AS Financial StatementsThe Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated Ind AS Financial Statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group, its associates and jointly controlled entities in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associates and jointly controlled entities and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Financial Statements by the Directors of the Holding Company.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated Ind AS Financial Statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS Financial Statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph (ii) & (iii) of the Other Matters below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS Financial Statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors and read with our comments in sub-paragraphs (i) & (ii) of the Emphasis of Matter paragraph below, the aforesaid consolidated Ind AS Financial Statements give the information required by the

174

Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the consolidated financial position of the Group, its associates and jointly controlled entities as at 31st March, 2017, and their consolidated financial performance including other comprehensive income, their consolidated cash flows and the consolidated changes in equity for the year ended on that date.

Emphasis of Matter(i) We draw attention to Note No. 46(a)(n) of the

Consolidated Ind AS Financial Statements wherein one of the subsidiary company, Adani Energy Limited, has not provided for claim against it of H223.08 Crores (USD 34.40 Millions) considering the fact that the matter being sub-judice, it is not possible to determine the impact of the outcome at this stage. We have relied upon the Company’s representation that since the matter is being contested, no provision is considered necessary.

(ii) Inclusion of capital advance by one of the subsidiary company, Adani Power Dahej Limited, to a collaborator company for purchase of land. Due to cancellation of the deal, recovery of an amount of H8.70 Crores is due for which the matter is under litigation against which the Company is in receipt of favourable order dated 7th November, 2014 from Ahmedabad City Civil Court. However the collaborator company has filed a restoration application against the said order. We have relied upon the Company’s representation that the dues are fully recoverable and hence no provision is considered necessary.

The above include matters wherein the auditors of the respective subsidiary companies have invited attention of the members of the respective subsidiary companies.

Our opinion is not modified in respect of these matters.

Other Matters(i) The consolidated financial statements include the

Group’s proportionate share in jointly controlled assets of H178.76 Crores and liabilities of H0.08 Crores in respect of 3 Unincorporated Joint Ventures not operated by the Group, which is based on unaudited statements which have been certified by the management and relied upon by us.

(ii) The accompanying consolidated financial statements include Financial Statements of 44 subsidiaries which reflect total assets of H27,549.10 Crores as at 31st March, 2017 and total revenues of H27,935.36 Crores and Net

Profit after tax (after adjusting minority interest and other comprehensive income) of H582.67 Crores for the year then ended, which have been audited by other auditors whose Financial Statements, other financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such other auditors.

(iii) The accompanying consolidated financial results include the Group’s share of Net Loss after tax of H3.30 Crores for the year ended on that date, in respect of 2 Joint Ventures and 3 Associates, which have been audited by other auditors, whose Financial Statements, other financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these entities is based solely on the reports of such other auditors.

(iv) The accompanying consolidated financial results include Financial Statements of 14 subsidiaries which reflect total assets of H13.11 Crores as at 31st March, 2017 and total revenues of HNil and Net Loss after tax (after adjusting minority interest and other comprehensive income) of H15.34 Crores for the year then ended whose Financial Statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated Financial Statements in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on such unaudited Financial Statements.

(v) The accompanying consolidated financial results include the Group’s share of Net Profit after tax of H18.32 Crores for the year ended on that date, in respect of 1 Joint Venture and 2 associates whose Financial Statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated Financial Statements in so far as it relates to the amounts and disclosures included in respect of these entities is based solely on such unaudited Financial Statements.

Our opinion on the consolidated Ind AS Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Statements certified by the Management.

175

Adani Enterprises Limited 25th Annual Report 2016-17

Report on Other Legal and Regulatory Requirements1. As required by sub Section (3) of Section 143 of the Act,

based on our audit and on the consideration of reports of the other auditors on the separate Financial Statements of subsidiaries, associates and jointly controlled entities, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated Financial Statements;

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, consolidated Cash Flow Statement and consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS Financial Statements;

(d) In our opinion, the aforesaid consolidated Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matters as described under the emphasis of matter paragraph, in our opinion, may have an effect on the functioning of the Holding Company;

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2017 taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding Company are disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) The internal financial control over financial reporting is not applicable to the foreign subsidiaries of the Holding Company. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors, as noted in the ‘Other Matters’ paragraph:

i. The consolidated Ind AS Financial Statements disclose the impact of pending litigations on its consolidated financial position of the Group, its associates and jointly controlled entities – Refer Note 46 to the consolidated Ind AS Financial Statements;

ii. Provision has been made in the consolidated Ind AS Financial Statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 39 to the consolidated Ind AS Financial Statements in respect of such items as it relates to the Group, its associates and jointly controlled entities;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, associates and jointly controlled entities incorporated in India.

iv. The Company has provided requisite disclosures in its consolidated Ind AS Financial Statements (vide Note no. 15 to consolidated Ind AS Financial Statements) as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company. We have relied on the management representation for disclosure of denomination wise details

For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W

ANUJ JAINPlace : Ahmedabad PartnerDate : 24th May 2017 Membership No. 119140

176

Report on the Internal Financial Controls under Clause i of sub-Section 3 of Section 143 of the Companies Act, 2013 (the Act).

(Referred to in paragraph 1 (g) of our Report of even date)

We have audited the internal financial controls over financial reporting of the Adani Enterprises Limited (the Holding Company) as of 31st March, 2017 in conjunction with our audit of the consolidated Ind AS Financial Statements of the Company as of and for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Holding Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the Holding Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Financial Statements.

Annexure “A” to the Independent Auditor’s Report on the Consolidated Ind AS Financial Statements

177

Adani Enterprises Limited 25th Annual Report 2016-17

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st

March, 2017, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W

ANUJ JAINPlace : Ahmedabad PartnerDate : 24th May 2017 Membership No. 119140

178

Consolidated Balance Sheet as at 31st March, 2017 (H in Crores)

Particulars NotesAs at

31st March, 2017As at

31st March, 2016As at

1st April, 2015ASSETSI Non-Current Assets

(a) Property, Plant & Equipment 4 10,263.86 7,024.76 4,283.73 (b) Capital Work-In-Progress 5 7,730.94 7,704.94 5,277.53 (c) Investment Properties 6 36.62 37.52 35.87 (d) Goodwill 79.66 80.38 79.68 (e) Other Intangible Assets 4 3,288.39 3,368.16 3,189.95 (f) Financial Assets

(i) Investments 7 944.99 736.40 681.31 (ii) Loans 8 975.94 7.84 4,463.35 (iii) Other Financial Assets 9 821.32 419.50 338.47

(g) Income Tax Assets 202.13 170.17 126.96 (h) Deferred Tax Assets 10 487.63 405.04 336.36 (i) Other Non-Current Assets 11 699.25 464.70 353.21

25,530.73 20,419.41 19,166.42 II Current Assets

(a) Inventories 12 1651.90 1299.78 1166.65(b) Financial Assets

(i) Investments 13 96.76 31.03 32.29 (ii) Trade Receivables 14 12,741.75 10,187.46 13,258.89 (iii) Cash & Cash Equivalents 15 996.58 966.24 1,127.45 (iv) Other Balances with Banks 16 718.51 573.26 406.09 (v) Loans 17 3,935.07 6,549.02 4,938.76 (vi) Other Financial Assets 18 429.68 357.05 157.54

(c) Other Current Assets 19 1,588.43 1,372.84 1,355.52 22,158.68 21,336.68 22,443.19

Total Assets 47,689.41 41,756.09 41,609.61 EQUITY AND LIABILITIESEQUITY

(a) Equity Share Capital 20 109.98 109.98 109.98 (b) Other Equity 14,025.99 13,267.63 11,928.48

Equity attributable to owners of the Company 14,135.97 13,377.61 12,038.46 (c) Non Controlling Interests 562.25 85.23 98.42 Total Equity 14,698.22 13,462.84 12,136.88

LIABILITIESI Non-Current Liabilities

(a) Financial Liabilities(i) Borrowings 21 9,173.32 7,009.04 4,995.18 (ii) Other Financial Liabilities 22 1,351.60 1,033.27 464.22

(b) Provisions 23 43.90 43.58 38.34 (c) Deferred Tax Liabilities 10 77.93 76.71 64.52 (d) Other Non-Current Liabilities 24 117.46 159.37 8.06

10,764.21 8,321.97 5,570.32 II Current Liabilities

(a) Financial Liabilities(i) Borrowings 25 10,679.88 11,005.99 13,983.55 (ii) Trade Payables 26 8,555.03 5,346.57 6,745.04 (iii) Other Financial Liabilities 27 1,805.19 2,276.27 2,358.98

(b) Other Current Liabilities 28 1,116.30 1,263.20 621.37 (c) Provisions 29 37.99 39.64 124.10 (d) Income Tax Liabilities 32.59 39.61 69.37

22,226.98 19,971.28 23,902.41 Total Equity and Liabilities 47,689.41 41,756.09 41,609.61 Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

179

Adani Enterprises Limited 25th Annual Report 2016-17

The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

Consolidated Statement of Profit and Loss for the year ended 31st March, 2017 (H in Crores)

Particulars NotesFor the year ended 31st March, 2017

For the year ended 31st March, 2016

I. Revenue from Operations 30 37,313.70 34,008.38 II. Other Income 31 742.74 1,122.28 III. Total Revenue (I + II) 38,056.44 35,130.66 IV. Expenses

Cost of Materials Consumed 32 501.35 635.49 Purchases of Stock-in-Trade 30,684.25 27,560.32 Changes in Inventories of Finished Goods and Stock-in-Trade 33 4.56 226.21 Employee Benefit Expenses 34 538.94 527.92 Finance Costs 35 1,572.74 1,356.99 Depreciation, Amortisation & Impairment 4 640.00 314.45 Operating and Other Expenses 36 3,236.95 3,391.67 Total Expenses 37,178.79 34,013.05

V. Profit before Exceptional items and tax (III-IV) 877.65 1,117.61 VI. Add/(Less) : Exceptional items 37 26.95 (61.83)VII. Profit for the year before tax 904.60 1,055.78 VIII. Tax Expense: 10

Current Tax 176.83 137.90 Adjustment for Earlier Years 3.68 19.65 Deferred Tax (including MAT) (83.63) (79.61)Total Tax Expense 96.88 77.94

IX. Profit for the year before Share in Joint Ventures & Associates (VII - VIII) 807.72 977.84 Add : Share of Profit in Joint Ventures & Associates 117.53 21.99

X. Net Profit for the year 925.25 999.83 XI. Other Comprehensive Income

Item that will not be reclassified to Consolidated Statement of Profit & Loss(i) Remeasurement of employee benefit obligations (2.23) (1.91)(ii) Income tax relating to the above item 0.39 0.66

(1.84) (1.25)Item that will be reclassified to Consolidated Statement of Profit & Loss(i) Exchange differences on translation of financial statements of foreign

subsidiaries (230.52) 495.00

(ii) Income tax relating to the above item - - (230.52) 495.00

Other Comprehensive Income for the year, net of income tax (232.36) 493.75 XII. Total Comprehensive Income for the Year (X + XI) 692.89 1,493.58

Net Profit attributable to : Owners of the Company 987.74 1,010.72 Non Controlling Interests (62.49) (10.89)

925.25 999.83 Other Comprehensive Income attributable to : Owners of the Company (232.48) 493.74 Non Controlling Interests 0.12 0.01

(232.36) 493.75 Total Comprehensive Income attributable to : Owners of the Company 755.26 1,504.46 Non Controlling Interests (62.37) (10.88)

692.89 1,493.58 XIII. Earning per Equity Share of H1/- each

- Basic & Diluted 48 8.98 9.19 Summary of significant accounting policies 2

180

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1,181

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11,9

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385

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13,3

52.8

6

181

Adani Enterprises Limited 25th Annual Report 2016-17

B. O

ther

Equ

ity

(H in

Cro

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Parti

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to th

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5.25

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-(2

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(232

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5.79

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(230

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--

--

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s-

--

--

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539.

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182

Consolidated Cash Flow Statement for the year ended 31st March, 2017(H in Crores)

Particulars For the year ended 31st March, 2017

For the year ended 31st March, 2016

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 904.60 1,055.78 Adjustments for :

Depreciation, Amortisation & Impairment 640.00 314.45 Dividend Income from Non Current Investments - (174.51)Dividend Income from Current Investments (3.78) (2.65)Loss from Partnership Firm - 0.01 Gain on Sale of Investments (14.12) (6.31)Loss on Sale of Assets (net) 9.18 0.64 Bad Debts / Provision for Doubtful Debts & Advances 28.48 (7.45)Liabilities no longer required written back (5.94) (8.95)Foreign Currency Monetary Item Translation Difference Account 7.83 54.55 Unrealised Exchange Rate Difference (128.15) (95.50)Exceptional Items (26.95) 61.83 Finance Costs 1,572.74 1,356.99 Interest Income (637.60) (773.98)

Operating Profit before Working Capital Changes 2,346.29 1,774.90 Adjustments for :

Trade Receivables & Other Financial Assets (3,953.24) 2,818.10 Inventories (352.12) (133.13)Other Current & Non-Current Assets (222.12) 8.54 Other Current & Non-Current Liabilities (188.81) 793.14 Trade Payables, Other Financial Liabilities & Provisions 3,401.00 80.97

Cash Generated from Operations 1,031.00 5,342.52 Direct Taxes paid (net) (219.50) (230.51)Net Cash from Operating Activities (A) 811.50 5,112.01

B. CASH FLOW FROM INVESTING ACTIVITIESCapital Expenditure on Property, Plant & Equipments, Intangible Assets and Investment Properties (after adjustment of increase / decrease of Capital Work-in-Progress and Advances)

(4,167.12) (5,920.14)

Payment towards Acquisition of Stake in Subsidiary - (52.35)Additional Investment in Joint Ventures (72.81) (40.20)Receipt from Divestment of Stake in Subsidiary - 45.30 Proceeds from Sale of Property, Plant & Equipments 20.19 30.12 Loans to Others (net) 2,533.24 2,845.25 Investments in Other Bank Deposits (net) (145.25) (167.16)Sale / (Purchase) of Current Investments (net) (51.71) 7.57 Dividend from Current Investments 3.78 2.65 Dividend Income from Non Current Investments - 174.51 Interest Received 651.03 754.29 Net Cash used in Investing Activities (B) (1,228.65) (2,320.16)

183

Adani Enterprises Limited 25th Annual Report 2016-17

Consolidated Cash Flow Statement for the year ended 31st March, 2017(H in Crores)

Particulars For the year ended 31st March, 2017

For the year ended 31st March, 2016

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Borrowings 4,266.44 4,771.93 Repayment of Long Term Borrowings (2,220.75) (3,540.45)Proceeds / (Repayment) from Short Term Borrowings (net) (326.11) (2,977.56)Transfer / Issue of shares to Non Controlling Interests 539.39 - Finance Costs paid (1,580.59) (1,493.52)Dividends paid (Including Dividend Tax) - (208.45)Net Cash from / (used in) Financing Activities (C) 678.38 (3,448.05)

D. OTHERSExchange Difference arising on conversion taken to Foreign Currency Translation Reserve

(230.89) 494.99

Net Cash Flow from Others (D) (230.89) 494.99

Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C+D) 30.34 (161.21)Cash and Cash Equivalents at the beginning of the year 966.24 1,127.45 Cash and Cash Equivalents at end of the year 996.58 966.24 Cash and Cheques on Hand 17.82 0.95 Balances with Scheduled Banks - On Current Accounts 575.24 375.50 - On Fixed Deposit Accounts - (original maturity less than three months) 403.52 589.79 Cash and Cash Equivalents 996.58 966.24 Summary of significant accounting policies Note 2

The accompanying notes are an integral part of the financial statements.

Note:1 The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard

(Ind AS 7) Statement of Cash Flows.

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

184

1 CORPORATE INFORMATION

Adani Enterprises Limited (‘the Company’, ‘AEL’) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956, having its registered office at “Adani House”, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat, India. Its shares are listed on the Bombay Stock Exchange and National Stock Exchange. AEL along with its subsidiaries and other group companies (“Adani Group”) is a global integrated infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports, multi-modal logistics, power generation & transmission, gas distribution and edible oil & agro commodities.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation & Presentation of Financial Statements

i) Statement of Compliance The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting

Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Group has adopted Ind AS with effect from April 1, 2016 in accordance with the notification issued by the Ministry of Corporate Affairs.

For all periods up to and including the year ended 31st March, 2016, the Group had prepared its financial statements in accordance with Accounting Standards notified under the Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’).

These consolidated financial statements are the first consolidated financial statements of the Group under Ind AS. The date of transition to Ind AS is April 1, 2015. Previous year numbers in the consolidated financial statements have been restated as per Ind AS. Refer note 3 for information on how the transition from Previous GAAP to Ind AS has affected the previously reported consolidated financial position, consolidated financial performance and consolidated cash flows.

ii) Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis except for certain financial

instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date.

iii) Principles of Consolidation The consolidated financial statements comprise the financial statements of the Company, its subsidiaries and equity

accounting of its investment in associates and joint ventures.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements, appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company. When the end of the reporting period of the parent is different from that of a subsidiary, joint venture or associate, the respective entity prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the said entity, unless it is impracticable to do so.

The consolidated financial statements have been prepared on the following basis.

Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed,

or has rights, to variable returns from its power and involvement with the investee and has the ability to affect those returns through its power over the investee.

Subsidiaries are considered for consolidation when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Subsidiaries have been consolidated on a line-by-line basis by adding together the book values of the like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised gains resulting on intra-group transactions are eliminated in full. Unrealised losses resulting

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

185

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

from intra-group transactions are eliminated in arriving at the carrying amount of assets unless transaction provides an evidence of impairment of transferred asset.

Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the Statement of Profit and Loss and consolidated Balance Sheet, separately from parent shareholders’ equity, profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Associates and Joint Ventures - Equity Accounting An associate is an entity over which the Group has significant influence. Significant influence is the power to

participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates and joint ventures are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, an investment in an associate or a joint venture is initially recognised at cost and adjusted thereafter to recognise the Group’s share of post acquisition profits or losses and that of other comprehensive income of the associate or joint venture. Distributions received from an associate or a joint venture reduce the carrying amount of the investment. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.

After application of the equity method, at each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there exists such evidence, the Group determines extent of impairment and then recognises the loss in the Statement of Profit and Loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or the joint venture and the fair value of the retained investment and proceeds from disposal is recognised in profit and loss.

The list of Companies / Firms included in consolidation, relationship with the Company and shareholding therein is as under. The reporting date for all the entities is 31st March, 2017 except otherwise specified.

Sr. No.

Name of Company / FirmCountry of

IncorporationRelationship

Shareholding as at31st March, 2017 31st March, 2016

1 Adani Global Ltd (AGL) Mauritius Subsidiary 100% by AEL 100% by AEL2 Adani Global FZE U.A.E. Subsidiary 100% by AGL 100% by AGL3 Adani Global Pte Ltd (AGPTE) Singapore Subsidiary 100% by AGL 100% by AGL4 PT Adani Global (PTAG) Indonesia Subsidiary 95% by AGPTE,

5% by AGL95% by AGPTE,

5% by AGL5 Adani Shipping Pte Ltd (ASPL) Singapore Subsidiary 100% by AGPTE 100% by AGPTE6 Adani Agri Fresh Ltd (AAFL) India Subsidiary 100% by AEL 100% by AEL7 Adani Agri Logistics Ltd (AALL) India Subsidiary 100% by AEL 100% by AEL8 Adani Energy Ltd India Subsidiary 100% by AEL 100% by AEL9 Parsa Kente Collieries Ltd India Subsidiary 74% by AEL 74% by AEL10 Adani Welspun Exploration Ltd (AWEL) India Subsidiary 65% by AEL 65% by AEL11 Adani Power Dahej Ltd India Subsidiary 100% by AEL 100% by AEL 12 Natural Growers Pvt Ltd India Subsidiary 100% by AEL 100% by AEL 13 Adani Gas Ltd (AGASL) India Subsidiary 100% by AGHL 100% by AEL14 Adani Pench Power Ltd India Subsidiary 100% by AEL 100% by AEL 15 Kutchh Power Generation Ltd India Subsidiary 100% by AEL 100% by AEL

186

Sr. No.

Name of Company / FirmCountry of

IncorporationRelationship

Shareholding as at31st March, 2017 31st March, 2016

16 Rahi Shipping Pte Ltd Singapore Subsidiary 100% by ASPL 100% by ASPL17 Vanshi Shipping Pte Ltd Singapore Subsidiary 100% by ASPL 100% by ASPL18 Mahaguj Power Ltd (MGPL) India Subsidiary 99.9% by AEL

0.1% by AIPL100% by AEL

19 PT Adani Global Coal Trading (PTAGCT) Indonesia Subsidiary 95% by AGPTE, 5 % by AGL

95% by AGPTE, 5 % by AGL

20 PT Coal Indonesia (PTCI) Indonesia Subsidiary 99.33% by PTAGL, 0.67% by PTAGCT

99.33% by PTAGL, 0.67% by PTAGCT

21 PT Mundra Coal (PTMC)(Liquidated w.e.f. 06.10.2016)

Indonesia Subsidiary - 99.33% by PTAGL, 0.67% by PTAGCT

22 PT Sumber Bara (PTSB) Indonesia Subsidiary 99.33% by PTAGL, 0.67% by PTAGCT

99.33% by PTAGL, 0.67% by PTAGCT

23 PT Energy Resources (PTER) Indonesia Subsidiary 99.33% by PTAGL, 0.67% by PTAGCT

99.33% by PTAGL, 0.67% by PTAGCT

24 PT Niaga Antar Bangsa (PTNAB) Indonesia Subsidiary 75% by PTSB, 25% by PTER

75% by PTSB, 25% by PTER

25 PT Niaga Lintas Samudra (PTNLS) Indonesia Subsidiary 75% by PTSB, 25% by PTER

75% by PTSB, 25% by PTER

26 PT Gemilang Pusaka Pertiwi (PT GPP) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS

75% by PTNAB, 25% by PTNLS

27 PT Hasta Mundra (PT HM) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS

75% by PTNAB, 25% by PTNLS

28 PT Lamindo Inter Multikon (PTLIM) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS

75% by PTNAB, 25% by PTNLS

29 PT Mitra Naiga Mulia (PT MNM) Indonesia Subsidiary 74.97% by PTLIM, 25.03% by PTNLS

74.97% by PTLIM, 25.03% by PTNLS

30 PT Suar Harapan Bangsa (PT SHB) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS

75% by PTNAB, 25% by PTNLS

31 PT Tambang Sejahtera Bersama (PT TSB)

Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS

75% by PTNAB, 25% by PTNLS

32 Adani Mining Pty Ltd (AMPTY) Australia Subsidiary 100% by AGPTE 100% by AGPTE33 Adani Shipping (India) Pvt Ltd India Subsidiary 100% by AEL 100% by AEL34 Adani Gas Holdings Ltd (AGHL)

(Formerly known as Mundra LNG Ltd.)India Subsidiary 51% by MGPL,

49% ATWG LLP100% by AEL

35 Adani Murmugao Port Terminal Pvt Ltd India Associate - 26% by AEL36 Chendipada Collieries Pvt Ltd India Subsidiary 100% by AEL 100% by AEL37 Adani Bunkering Pte Ltd (ABPL)

(Merged with AGPTE w.e.f 01.01.2017)Singapore Subsidiary - 100% by AGL

38 Adani Bunkering Pvt Ltd India Subsidiary 100% by AGPTE 100% by ABPL39 Aanya Maritime Inc Panama Subsidiary 100% by ASPL 100% by ASPL40 Aashna Maritime Inc Panama Subsidiary 100% by ASPL 100% by ASPL41 Adani Minerals Pty Ltd Australia Subsidiary 90% by AGPTE

10% by AEL90% by AGPTE

10% by AEL42 AWEL Global Ltd U.A.E Subsidiary 100% by AWEL 100% by AWEL43 Adani Chendipada Mining Pvt Ltd India Subsidiary 100% by AEL 100% by AEL44 Adani Resources Pvt Ltd India Subsidiary 100% by AEL 100% by AEL45 Surguja Power Pvt Ltd India Subsidiary 100% by AEL 100% by AEL

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

187

Adani Enterprises Limited 25th Annual Report 2016-17

Sr. No.

Name of Company / FirmCountry of

IncorporationRelationship

Shareholding as at31st March, 2017 31st March, 2016

46 Adani Kandla Bulk Terminal Pvt Ltd India Associate - 26% by AEL47 Rajasthan Collieries Ltd India Subsidiary 74% by AEL 74% by AEL48 Galilee Transmission Holdings Pty Ltd

(GTHPL) Australia Subsidiary 100% by AMPTY 100% by AMPTY

49 Galilee Transmission Pty Ltd (GTPL) Australia Subsidiary 100% by GTHPL 100% by GTHPL50 Adani Synenergy Ltd India Subsidiary 100% by AEL 100% by AEL 51 Adani Agri Logistics (MP) Ltd India Subsidiary 100% by AALL 100% by AEL52 Galilee Transmission Holdings Trust Australia Subsidiary 100% by GTPL 100% by GTPL53 Jhar Mining Infra Pvt Ltd India Subsidiary 51% by AEL 100% by AEL54 Adani Agri Logistics (Harda) Ltd India Subsidiary 100% by AALL 100% by AEL55 Adani Agri Logistics (Hoshangabad)

Ltd India Subsidiary 100% by AALL 100% by AEL

56 Adani Agri Logistics (Satna) Ltd India Subsidiary 100% by AALL 100% by AEL57 Adani Agri Logistics (Ujjain) Ltd India Subsidiary 100% by AALL 100% by AEL58 Adani Agri Logistics (Dewas) Ltd India Subsidiary 100% by AALL 100% by AEL59 Adani Green Energy Ltd (AGEL) India Subsidiary 51% by AEL 51% by AEL60 Mundra Solar Technopark Pvt Ltd India Subsidiary 38.15% by AGTL,

25.10% by MSL, 25.10% by MSPVL

38.38% by AGEL, 25.25% by MSL,

25.25% by MSPVL61 Adani Green Energy (Tamilnadu) Ltd

(AGETL)India Subsidiary 100% by AGEL 100% by AGEL

62 Adani Renewable Energy Park Ltd (AREPL)

India Subsidiary 51% by ATCM LLP 100% by AGEL

63 Adani Defence Systems and Technologies Ltd (ADSTL)

India Subsidiary 100% by AEL 100% by AEL

64 Adani Renewable Energy Park (Gujarat) Ltd

India Subsidiary 100% by AREPL 100% by AREPL

65 Adani Infrastructure Pty Ltd Australia Subsidiary 100% by AGPTE 100% by AGPTE66 Adani Green Energy (MP) Ltd India Subsidiary 100% by AGEL 100% by AGEL 67 Adani Wind Energy (AP) Ltd

(formerly known as Adani Green Energy (Telangana) Ltd)

India Subsidiary 100% by AGEL 100% by AGEL

68 Adani Green Energy (UP) Ltd India Subsidiary 100% by AGEL 100% by AGEL 69 Kamuthi Solar Power Ltd India Subsidiary 100% by AGETL 100% by AGETL70 Ramnad Solar Power Ltd India Subsidiary 100% by AGETL 100% by AGETL71 Kamuthi Renewable Energy Ltd India Subsidiary 100% by AGETL 100% by AGETL72 Ramnad Renewable Energy Ltd India Subsidiary 100% by AGETL 100% by AGETL73 Mundra Solar Ltd (MSL) India Subsidiary 100% by AGTL 100% by AGEL74 Mundra Solar PV Ltd (MSPVL) India Subsidiary 100% by AGTL 100% by AGEL75 Prayatna Developers Pvt Ltd India Subsidiary 100% by AEL 100% by AEL76 Parampujya Solar Energy Pvt Ltd

(PSEPL)India Subsidiary 100% by AGEL 100% by AGEL

77 Rosepetal Solar Energy Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL78 Adani Wind Energy (Gujarat) Pvt Ltd

(formerly known as Duryodhana Developers Pvt Ltd)

India Subsidiary 100% by AGEL 100% by AGEL

79 Kilaj Solar (Maharashtra) Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

188

Sr. No.

Name of Company / FirmCountry of

IncorporationRelationship

Shareholding as at31st March, 2017 31st March, 2016

80 Adani Green Technology Ltd (AGTL) (formerly known as Sami Solar (Gujarat) Pvt Ltd)

India Subsidiary 51% by ATRDC LLP 100% by AGEL

81 Wardha Solar (Maharashtra) Pvt Ltd India Subsidiary 100% by PSEPL 100% by AGEL82 Gaya Solar (Bihar) Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL83 Mahoba Solar (UP) Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL84 Adani Land Defence Systems and

Technologies LtdIndia Subsidiary 100% by ADSTL 100% by ADSTL

85 Adani Aero Defence Systems and Technologies Ltd

India Subsidiary 100% by ADSTL 100% by ADSTL

86 Adani Naval Defence Systems and Technologies Ltd

India Subsidiary 100% by ADSTL 100% by ADSTL

87 Talabira (Odisha) Mining Pvt Ltd. (Formerly known as Korba Clean Coal Pvt. Ltd.)

India Subsidiary 51% by AEL 100% by AEL

88 Adani Agri Logistics (Katihar) Ltd India Subsidiary 100% by AALL 100% by AALL89 Adani Agri Logistics (Kotkapura) Ltd India Subsidiary 100% by AALL 100% by AALL90 Adani Cementation Ltd India Subsidiary 100% by AEL -91 Adani North America Inc USA Subsidiary 100% by AGPTE -92 Adani Agri Logistics (Moga) Limited India Subsidiary 100% by AALL -93 Adani Agri Logistics (Raman) Limited India Subsidiary 100% by AALL -94 Adani Agri Logistics (Barnala) Limited India Subsidiary 100% by AALL -95 Adani Agri Logistics (Nakodar) Limited India Subsidiary 100% by AALL -96 Adani Agri Logistics (Mansa) Limited India Subsidiary 100% by AALL -97 Adani Agri Logistics (Bathinda) Limited India Subsidiary 100% by AALL -98 Adani Agri Logistics (Kannauj) Limited India Subsidiary 100% by AALL -99 Adani Agri Logistics (Panipat) Limited India Subsidiary 100% by AALL -100 Adani Infrastructure Pvt Ltd (AIPL) India Subsidiary 100% by AEL -101 Adani Tradex LLP (ATX LLP) India Subsidiary 99% by AEL

1 % by AIPL-

102 Adani Tradecom LLP (ATCM LLP) India Subsidiary 99% by AEL 1 % by AIPL

-

103 Adani Tradewing LLP (ATWG LLP) India Subsidiary 99.9% by AEL 0.1% by AIPL

-

104 Adani Commodities LLP (ACOM LLP) India Subsidiary 99.9% by AEL 0.1% by AIPL

-

105 Adani Solar USA LLC USA Subsidiary 100% by AGPTE -106 Urja Maritime Inc Panama Subsidiary 100% by ASPL -107 Adani Wilmar Pte Ltd (AWPTE) * Singapore Joint Venture 50% by AGPTE 50% by AGPTE108 CSPGCL AEL Parsa Collieries Ltd India Associate 49% by AEL 49% by AEL109 Adani Wilmar Ltd (AWL) India Joint Venture 50% by ACOM LLP 50% by AEL110 Vishakha Polyfab Pvt Ltd (VPPL) India Joint Venture 50% by AWL 50% by AWL111 KTV Health and Foods Pvt Ltd India Joint Venture 50% by AWL 50% by AWL112 KOG KTV Food Products (India) Pvt Ltd India Joint Venture 50% by AWL 50% by AWL113 Golden Valley Agrotech Pvt Ltd India Joint Venture 100% by AWL 100% by AWL

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

189

Adani Enterprises Limited 25th Annual Report 2016-17

Sr. No.

Name of Company / FirmCountry of

IncorporationRelationship

Shareholding as at31st March, 2017 31st March, 2016

114 AWN Agro Pvt Ltd India Joint Venture 50% by AWL 50% by AWL115 Indian Oil-Adani Gas Pvt Ltd India Joint Venture 50% by AGASL 50% by AGASL116 Adani Renewable Energy Park

Rajasthan LtdIndia Joint Venture 50% by AREPL 50% by AREPL

117 Adani-Elbit Advance Systems India Ltd India Joint Venture 51% by AEL -118 Adani Green Energy Pte Ltd Singapore Joint Venture 51% by AGPTE -119 GSPC LNG Ltd India Associate 31.17% by AEL 31.17% by AEL120 Vishakha Industries Pvt Ltd India Associate 50% by AAFL 50% by AAFL

* Reporting date is 31st December, 2016

b) Use of Estimates and Judgements The preparation of financial statements in conformity with Ind AS requires management to make certain judgements,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (including contingent liabilities) and the accompanying disclosures. Future results could differ due to these estimates and differences between the actual results and the estimates are recognised in the periods in which the results are known / materialised.

Estimates and assumptions are required in particular for:

i) Useful life of property, plant and equipment and intangible assets: Determination of the estimated useful life of property, plant and equipment and intangible assets and the assessment

as to which components of the cost may be capitalised. Useful life of these assets is based on the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimate, taking into account the nature of the asset, estimated usage, expected residual values and operating conditions of the asset.

ii) Impairment: Determining whether property, plant and equipment and intangible assets are impaired requires an estimation of

the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted Cash Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the cash flow projections are based on estimates and assumptions relating to expected revenues, operational performance of the assets, market prices of related products or services, inflation, terminal value etc. which are considered reasonable by the management.

iii) Taxes: Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining

the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Significant management judgement is also required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits from the tax laws applicable to respective entities.

iv) Fair value measurement of financial instruments: When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured

based on quoted prices in active markets, their fair value is measured using valuation techniques, including the Discounted Cash Flow model, which involve various judgements and assumptions.

v) Defined benefit plans: The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined

using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

190

c) Current & Non-Current Classification Any asset or liability is classified as current if it satisfies any of the following conditions :

i) The asset/liability is expected to be realised/settled in the Group’s normal operating cycle;

ii) The asset is intended for sale or consumption;

iii) The asset/liability is held primarily for the purpose of trading;

iv) The asset/liability is expected to be realised/settled within twelve months after the reporting period;

v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date;

vi) In the case of a liability, the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

For the purpose of current/non-current classification of assets and liabilities, the Group has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realisation in cash and cash equivalents.

d) Foreign Currency Transactions

i) Functional and Presentation Currency The financial statements are presented in Indian Rupee (INR), which is the functional and presentation currency for

the Group.

ii) Transactions and Balances Foreign currency transactions are translated into the functional currency, for initial recognition, using the exchange

rates at the dates of the transactions.

All foreign currency denominated monetary assets and liabilities are translated at the exchange rates on the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in the Statement of Profit and Loss with the exception of exchange differences arising on long-term foreign currency monetary items recognised in the financial statements as at March 31, 2016 and related to acquisition of a fixed assets and such differences are capitalised and depreciated over the remaining useful life of the related asset. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on other outstanding long term foreign currency monetary items as at March 31, 2017 are accumulated in the “Foreign Currency Monetary Item Translation Difference Account” and amortised over the remaining life of the concerned monetary item.

iii) Group Companies On consolidation, the assets and liabilities of foreign operations are translated at the exchange rate prevailing at

the reporting date and their statements of profit and loss are translated using average rate of exchange prevailing during the year, which approximates to the exchange rate prevailing at the transaction date. All resulting exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in the Statement of Profit and Loss.

e) Cash & Cash Equivalents Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

f) Property, Plant and Equipment i) Property, Plant and Equipment, including Capital Work in Progress, are stated at cost of acquisition or construction

less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price (net of tax credits, wherever applicable), import duty and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost relating to acquisition / construction of Property, Plant and Equipment which takes substantial period of time to get ready for its intended use are also

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

191

Adani Enterprises Limited 25th Annual Report 2016-17

included to the extent they relate to the period till such assets are ready to be put to use. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

ii) Subsequent expenditure related to an item of Property, Plant and Equipment are included in its carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other expenses on existing Property, Plant and Equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

iii) The Group adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items existing as at March 31, 2016 and pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining useful life of the asset. The depreciation on such foreign exchange difference is recognised from the first day of the financial year.

iv) Depreciation is provided using straight-line method as specified in Schedule II to the Companies Act, 2013. Estimated useful life of assets are determined based on technical parameters / assessments. Depreciation on assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal. Leasehold land and Leasehold improvements are amortised over the period of the lease.

v) An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of Property, Plant and Equipment is determined as the difference between the sale proceeds and the carrying amount of the assets and is recognised in the Statement of Profit and Loss.

vi) Oil & Gas assets: Expenditure incurred prior to obtaining the right(s) to explore, develop and produce oil and gas are expensed off

in the year of incurrence to the extent of the efforts not successful. Expenditure incurred on the acquisition of the license are initially capitalised on a license by license basis. Costs including indirect cost incurred for the block are held, undepleted within “Capital Work in Progress” until the exploration phase relating to the license area is complete or commercial oil & gas reserves have been discovered. Indirect costs are expensed off in the year of incurrence.

Exploratory/appraisal drilling costs are initially capitalised within “Capital Work in Progress” on a block by block basis until the success or otherwise of the block is established. The success or failure of each exploration/appraisal effort is judged on a block basis.

Where results of seismic studies or exploration drilling indicate the presence of oil & gas reserves which are ultimately not considered commercially recoverable and no additional exploratory activity is firmly planned, all related costs are written off to the Statement of Profit and Loss in the year of cessation of the exploration activity.

vii) Exploration and Evaluation assets: Exploration and evaluation expenditure comprises cost that are directly attributable to :

- Cost of acquiring mining and exploration tenements;

- Research and analysing historical exploration data;

- Conducting topographical, geochemical and geophysical studies;

- Conducting exploratory drilling, trenching and sampling;

- Examining and testing extraction and treatment methods; and/or

- Compiling prefeasibility and feasibility studies.

Exploration expenditure relates to the initial search for mineral deposits with economic potential. Evaluation expenditure arises from detailed assessment of deposits or other projects that have been identified as having economic potential.

Exploration and evaluation expenditure is charged to Statement of Profit and Loss as incurred unless the directors are confident of the project’s technical and commercial feasibility and it is probable that economic benefits will flow to the Group, in which case expenditure may be capitalised.

Capitalised exploration and evaluation expenditure is treated as a tangible asset and is recorded at cost less any

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

192

accumulated impairment charges. No amortisation is charged during the exploration and evaluation phase as the assets is not available for use.

g) Investment Property i) Property which is held for long-term rental yields or for capital appreciation or both, is classified as Investment Property.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

ii) The Group depreciates investment properties over their estimated useful lives, which are determined based on technical evaluation and management estimates.

iii) Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the period in which the property is derecognised.

h) Intangible Assets i) Intangible assets are measured on initial recognition at cost and are subsequently carried at cost less any accumulated

amortisation and accumulated impairment losses, if any. Internally generated intangibles are not capitalised.

ii) The intangible assets of the Group are assessed to be of finite lives and are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Group reviews amortisation period on an annual basis.

Intangible assets are amortised on straight line basis over their estimated useful lives as follows:

Intangible Assets Estimated Useful Life (Years)Software applications 3-5 Years based on management estimate

Mine Development Assets Over a period of underlying contract

iii) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

i) Impairment of Non-Financial Assets i) The carrying amount of the non-financial assets of the Group is reviewed at each balance sheet date to determine

whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment.

ii) The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less cost of disposal and value in use which is determined based on the estimated future cash flow discounted to their present value. All impairment losses are recognised in the Statement of Profit and Loss.

iii) An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is recognised in the Statement of Profit and Loss. The reversal is limited so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.

iv) Goodwill and intangible assets with indefinite useful lives are tested for impairment annually as at year end or when circumstances indicate that the carrying value may be impaired. Impairment for these assets is determined by assessing the recoverable amount of each CGU to which they relate. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill are not reversed in future periods.

j) Service Concession Arrangements Service Concession Arrangements (SCA) refers to an arrangement between the grantor (a public sector entity) and the

operator (a private sector entity) to provide services that give the public access to major economic and social facilities utilising private sector funds and expertise.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

193

Adani Enterprises Limited 25th Annual Report 2016-17

With respect to SCA, revenue and costs are allocated between those relating to construction services and those relating to operation and maintenance services, and accounted for separately. The infrastructure used in a concession are classified as an intangible asset or a financial asset, depending on the nature of the payment entitlements under the SCA. When the Company has an unconditional right to receive cash or another financial asset from or at the direction of the grantor, such right is recognised as a financial asset and is subsequently measured at amortised cost. When the demand risk is with the Group and it has right to charge the user for use of facility, the right is recognised as an intangible asset and is subsequently measured at cost less accumulated amortisation and impairment losses. The intangible assets are amortised over a period of service concession arrangements.

k) Government Grants & Subsidies Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received

and all attached conditions will be complied with.

When the grant relates to an expense item, it is deferred and recognised as income in the Statement of Profit and Loss on a systematic basis over the periods necessary to match the related costs, which they are intended to compensate.

When the grant relates to an asset or a non-monetary item, it is recognised as deferred income under liabilities and is recognised as income in the Statement of Profit and Loss on a straight line basis over the expected useful life of the related asset or a non-monetary item.

l) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Group entity are recognised at the proceeds received, net of direct issue costs.

A) Financial Assets All financial assets, except investment in subsidiaries, associates and joint ventures are recognised initially at fair

value.

The measurement of financial assets depends on their classification, as described below:

1) At amortised cost A financial asset is measured at the amortised cost if both the following conditions are met :

(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

(b) Contractual terms of the asset give rise, on specified dates, to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Group. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

2) At fair value through other comprehensive income (FVTOCI) A financial asset is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

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194

(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI) and on derecognition, cumulative gain or loss previously recognised in OCI is reclassified to Statement of Profit and Loss. For equity instruments, the Group may make an irrevocable election to present subsequent changes in the fair value in OCI. If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Statement of Profit and Loss, even on sale of investment.

3) At fair value through profit or loss (FVTPL) FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets

included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

In addition, the Group may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Derecognition On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the

consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

Impairment of Financial Assets The Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the

financial assets and credit risk exposure. The Group assesses on a forward looking basis the expected credit losses associated with its receivables based on historical trends and past experience.

The Group follows ‘Simplified Approach’ for recognition of impairment loss allowance on all trade receivables or contractual receivables. Under the simplified approach, the Group does not track changes in credit risk, but it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. If credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.

ECL is the difference between all contracted cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original EIR. ECL impairment loss allowance (or reversal) recognised during the period is recognised as expense / (income) in the Statement of Profit and Loss.

B) Financial Liabilities Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The

measurement of financial liabilities depends on their classification, as described below:

At amortised cost This is the category most relevant to the Group. After initial recognition, financial liabilities are subsequently measured

at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

At fair value through profit or loss (FVTPL) Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities

designated upon initial recognition as such. Subsequently, any changes in fair value are recognised in the Statement of Profit and Loss.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

195

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

Derecognition of Financial Liability A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The

difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

C) Derivative financial instruments

Initial recognition and subsequent measurement The Group uses derivative financial instruments such as forward and options currency contracts to hedge its foreign

currency risks. Such derivative financial instruments are initially recognised and subsequently measured at fair value through profit or loss (FVTPL). Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivative financial instrument are recognised in the Statement of Profit and Loss and reported with foreign exchange gains/(loss) not within results from operating activities. Changes in fair value and gains/(losses) on settlement of foreign currency derivative financial instruments relating to borrowings, which have not been designated as hedge are recorded as finance expense.

m) Income Taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the

year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

i) Current Income Tax Provision for current tax is measured at the amount of tax expected to be payable on the taxable income for the year

as determined in accordance with the provisions of the tax laws of the concerned jurisdictions. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.

Current tax assets and liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

ii) Deferred Tax Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are

recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of unrecognised deferred tax assets are reviewed at each reporting date to assess their realisability and corresponding adjustment is made to carrying values of deferred tax assets in the financial statements.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset where a legally enforceable right exists to offset current tax assets and liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax includes MAT tax credit. The Group recognises tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Group will pay normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. The Group reviews the such tax credit asset at each reporting date to assess its recoverability.

196

n) Inventories i) Inventories are valued at lower of cost or net realisable value.

ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

iii) The basis of determining cost for various categories of inventories are as follows:

Raw Material : Weighted Average Cost

Traded Goods : Weighted Average Cost

Stores and Spares : Weighted Average Cost

iv) Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale. Necessary adjustment for shortage / excess stock is given based on the available evidence and past experience of the Group.

o) Provision, Contingent Liabilities and Contingent Assets Provisions are recognised for when the Group has at present, legal or contractual obligation as a result of past events, only

if it is probable that an outflow of resources embodying economic outgo or loss will be required and if the amount involved can be measured reliably. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities being a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more future events not wholly in control of the Group are not recognised in the accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in notes to the financial statements.

Contingent assets are not recognised in the financial statements. The nature of such assets and an estimate of its financial effect are disclosed in notes to the financial statements.

p) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the

revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment. Amounts disclosed as Revenue are net of returns, trade allowances, rebates and taxes or duties collected on behalf of the government.

The specific recognition criteria described below must also be met before revenue is recognised.

Sale of Goods Revenue from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have been

passed to the customer.

Rendering of Services Revenue from services rendered is recognised when the work is performed and as per the terms of agreement.

Service Concession Arrangements Revenue related to construction services provided under service concession arrangement is recognised based on the

stage of completion of the work performed. Operation and maintenance services revenue with respect to intangible assets is recognised in the period in which the services are provided by the Group. Finance income is recognised using effective interest rate method for financial assets..

Dividends Revenue is recognised when the Group’s right to receive the payment is established, which is generally when shareholders

approve the dividend.

Interest Income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate

applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

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Adani Enterprises Limited 25th Annual Report 2016-17

q) Employee Benefits Employee benefits includes gratuity, compensated absences, contribution to provident fund, employees’ state insurance

and superannuation fund.

Short Term Employee Benefits Employee benefits payable wholly within twelve months of rendering the services are classified as short term employee

benefits and recognised in the period in which the employee renders the related service.

Post Employment Benefits

i) Defined Contribution Plans Retirement benefits in the form of provident fund and superannuation fund are defined contribution schemes. The

Group has no obligation, other than the contribution payable to the provident fund. The Group recognises contribution payable to the these funds as an expense, when an employee renders the related service.

ii) Defined Benefit Plans The Group operates a defined benefit gratuity plan. The cost of providing benefits under the defined benefit plan

is determined based on actuarial valuation, carried out by an independent actuary, using the projected unit credit method. The liability for gratuity is funded annually to gratuity funds maintained with the Life Insurance Corporation of India and SBI Life Insurance Company Limited.

Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Re-measurements are not reclassified to Statement of Profit and Loss in subsequent periods. Net interest is calculated by applying the discount rate to the net balance of defined benefit liability or asset.

The Group recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss in the line item “Employee Benefits Expense”:

- Service cost including current service cost, past service cost, gains and losses on curtailments and non-routine settlements; and

- Net interest expense or income

iii) Other Long Term Employee Benefits Other long term employee benefits comprise of compensated absences/leaves. The actuarial valuation is done as

per projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

iv) For the purpose of presentation of defined benefit plans and other long term benefits, the allocation between current and non-current provisions has been made as determined by an actuary.

r) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily

takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs also includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing costs. All other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.

s) Leases A lease is classified at the inception date as a finance lease or an operating lease. Leases are classified as finance leases

whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

i) Where the Group is a lessee : Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased

property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

198

finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as finance costs in the Statement of Profit and Loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

ii) Where the Group is a lessor : Under finance leases, amounts due from lessees are recorded as receivables at the Group’s net investment in the

leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

Assets subject to operating leases are included in fixed assets. Rental income from operating leases is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs including depreciation are recognised as an expense in the Statement of Profit and Loss.

t) Segment Accounting Operating segments are reported in a manner consistent with the internal reporting to management. For management

purposes, the Group is organised into business units based on its products and services.

Operating results of the business units are monitored separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with Statement of Profit and Loss in the financial statements.

u) Related Party Transactions Disclosure of transactions with Related Parties, as required by Ind AS 24 “Related Party Disclosures” has been set out

in a separate note. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Group.

v) Earning Per Share Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Group by the weighted

average number of equity shares outstanding during the year. Diluted EPS is computed by adjusting the profit or loss attributable to the ordinary equity shareholders and the weighted average number of equity shares, for the effects of all dilutive potential equity shares.

w) Proposed Dividend The Group recognises a liability to pay dividend to equity holders when the distribution is authorised and the distribution

is no longer at the discretion of the Group. As per the Companies Act 2013, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

x) Service Work in Progress Service Work in Progress is valued at lower of cost and net realisable value. Cost is determined based on Weighted Average

Cost Method.

Service Work In Progress represents closing inventory of Washed and Reject Coal, which is not owned by the Group as per the terms of MDO contract. Hence, this represents work performed under contractual liability in bringing this inventory to its present condition and location.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

y) Overburden Cost Adjustment Overburden removal expenses incurred during production stage are charged to revenue based on waste-to-ore ratio,

(commonly known as Stripping Ratio in the industry). This ratio is taken based on the current operational phase of overall mining area. To the extent the current period ratio exceeds the expected Stripping Ratio of a phase, excess overburden costs incurred in a period are deferred and shown under “Other Non-Current Assets”.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

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Adani Enterprises Limited 25th Annual Report 2016-17

z) ExpenditureExpenses are net of taxes recoverable, where applicable.

3 First-time adoption of Ind-AS The Group has adopted Ind AS from 1st April, 2016 and the date of transition to Ind AS is 1st April, 2015. These being the

first financial statements in compliance with Ind AS, the impact of transition has been accounted for in opening reserves and comparable periods have been restated in accordance with Ind AS 101 “First-time Adoption of Indian Accounting Standards”. The Company has presented a reconciliation of its equity under Previous GAAP to its equity under Ind AS as at 1st April, 2015 and 31st March, 2016 and of the total comprehensive income for the year ended 31st March, 2016 as required by Ind AS 101.

3.1 Following are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Previous GAAP to Ind AS.

(a) Deemed cost of property, plant and equipment and intangible assets The Group has elected to continue with the carrying value of all its property, plant and equipments and intangible assets

recognised as of 1st April, 2015 measured as per the Previous GAAP and use that carrying value as its deemed cost on transition date.

(b) Investment in Joint Ventures When changing from proportionate consolidation method to equity method, the Group has elected to measure its initial

investment in joint ventures at the date of transition as the aggregate of carrying amount of assets and liabilities that the group had previously proportionately consolidated, including any goodwill arising from acquisition.

(c) Exchange differences on long term foreign currency borrowings The Group has elected to continue the policy adopted for accounting for exchange differences arising from translation of

long-term foreign currency monetary items outstanding and recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as at 31st March, 2016 as per the Previous GAAP.

(d) Business Combinations The Group has elected to apply Ind AS 103 “Business Combination” prospectively to Business Combinations occurring after

its transition date. Hence, the Group has not restated past business combinations that have an acquisition date prior to the transition date.

(e) Embedded Leases The Group has opted not to apply the requirements of Appendix C to Ind AS 17 retrospectively. Based on this exemption,

assessment of whether an arrangement contains a lease or not has been made on the basis of facts and circumstances existing as at the transition date, instead of at the inception of contract or arrangement.

(f) Derecognition of financial assets and financial liabilities The Group has applied the derecognition requirements of financial assets and financial liabilities prospectively for

transactions occurring on or after transition date.

(g) Classification and measurement of financial assets The Group has assessed classification and measurement of financial assets on the basis of facts and circumstances that

exist as on transition date.

(h) Impairment of financial assets The Group has applied impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has

used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.

(i) Assessment of embedded derivatives The Group has assessed whether an embedded derivative is required to be separated from the host contract and accounted

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

200

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

for as a derivative on the basis of the conditions that existed at the later of the date it first became a party to the contract and the date when there has been a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract.

3.2 Reconciliations between Previous GAAP and Ind ASInd AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior period. The following tables represent the reconciliations from Previous GAAP to Ind AS:

(a) Reconciliation of Equity as at 31st March, 2016 and 1st April, 2015 : (H in Crores)Particulars Notes As at

31st March, 2016As at

1st April, 2015Total Equity as per Previous GAAP 13,415.71 25,727.81 On account of scheme of arrangement - (13,897.04)

13,415.71 11,830.77 i) MTM effect of derivatives (a) (16.70) (0.79)ii) Impact of accounting of financial instruments at amortised cost (b) 2.61 4.25 iii) Service concession accounting of Agri-Storage business (d) 1.30 (1.79)iv) Other Ind AS impacts (e) (13.23) (10.28)v) Deferred tax impact on Ind AS adjustments (f) (12.77) 1.17 vi) Reversal of proposed dividend (including tax) (g) - 185.32 vii) Proportionate share in Ind AS adjustments of joint ventures (net of

deferred tax)(h) 0.69 29.81

Total Equity as per Ind AS 13,377.61 12,038.46

(b) Reconciliation of Total Comprehensive Income for the year ended 31st March, 2016: (H in Crores)Particulars Notes For the year ended

31st March, 2016Net Profit as per Previous GAAP 1,030.24 i) MTM effect of derivatives (a) (17.79)ii) Impact of accounting of financial instruments at amortised cost (b) 32.67 iii) Actuarial gains / (losses) reclassified to other comprehensive income (c) (0.53)iv) Service concession accounting of Agri-Storage business (d) 3.09 v) Other Ind AS impacts (e) (4.97)vi) Deferred tax impact on Ind AS adjustments (f) (13.76)vii) Proportionate share in Ind AS adjustments of joint ventures (net of deferred tax) (h) (29.12)Net Profit as per Ind AS 999.83 Other Comprehensive Income (net of taxes) 493.75 Total Comprehensive Income 1,493.58

(c) Notes to above reconciliations :

a) MTM on derivative financial instruments : Derivative financial instruments have been fair valued through profit and loss under Ind AS. Under previous GAAP, the

net mark to market losses on derivative financial instruments, other than those designated as cash flow hedges, were recognised in Statement of Profit and Loss, and the net gains, if any, were ignored.

201

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

b) Impact on accounting of financial instruments at amortised cost : The Company has valued financial assets (other than investment in joint ventures and associates) and financial liabilities,

at fair value at the inception of the contract. Impact of fair value changes as on date of transition, is recognised in opening reserves. These financial instruments have been subsequently accounted under the amortised cost model, with resultant changes thereafter being recognised in Statement of Profit and Loss.

c) Actuarial Valuation : Actuarial gains / losses on account of changes in actuarial assumptions are recognised in other comprehensive income.

d) Service Concession Accounting : As per Ind AS, Property, Plant & Equipment (PPE) related to service concession arrangements for providing agri- storage

facilities has been derecognised and classified into financial asset and intangible asset.

e) Other Ind AS impacts include : - Asset retirement obligation and its amortisation - Reversal of amortised goodwill - Amortisation of government grants as deferred income

f) Deferred Tax : The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and

loss approach in the Previous GAAP) for computation of deferred taxes has resulted in charge to reserves on the date of transition, with consequential impact in the Statement of Profit and Loss for the subsequent periods.

g) Reversal of proposed dividend (including tax) : Under Previous GAAP, dividends proposed by the Board of Directors after the reporting date but before the approval

of financial statements were considered to be adjusting event and accordingly recognised (along with related dividend distribution tax) as liability at the reporting date. Under Ind AS, dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, provision for proposed dividend and dividend distribution tax recognised under Previous GAAP has been reversed.

h) Investment in Joint Ventures accounted using Equity method : Investments in joint ventures are accounted for using equity method under Ind AS. Accordingly all assets and liabilities

pertaining to joint ventures which were proportionately consolidated line by line under Previous GAAP were excluded and principles of equity accounting are applied to these investments. Further, effect of Ind AS adjustments in joint ventures accounts have also been included in consolidated financial statements as at transition date.

202

(d) Reconciliation of Balance Sheets as at 31st March, 2016 and 1st April, 2015 : (H in Crores)Particulars As at 31st March, 2016 As at 1st April, 2015

Previous GAAP

Ind ASAdjustments

Ind AS Previous GAAP

On account of Scheme of Arrangement

Previous GAAP post Scheme of

Arrangement

Ind ASAdjustments

Ind AS

ASSETSNon-Current AssetsProperty, Plant & Equipment 8,192.68 (1,167.92) 7,024.76 78,442.67 (73,293.88) 5,148.79 (865.06) 4,283.73 Capital Work-In-Progress 7,888.61 (183.67) 7,704.94 6,733.02 (1,284.50) 5,448.52 (170.99) 5,277.53 Investment Properties 29.46 8.06 37.52 29.28 - 29.28 6.59 35.87 Goodwill 116.68 (36.30) 80.38 2,087.44 (1,951.94) 135.50 (55.82) 79.68 Other Intangible Assets 3,344.37 23.79 3,368.16 3,303.93 (127.37) 3,176.56 13.39 3,189.95 Financial Assets(i) Investments 73.53 662.87 736.40 123.93 33.59 157.52 523.79 681.31 (ii) Loans 7.84 - 7.84 172.47 4,298.27 4,470.74 (7.39) 4,463.35 (iii) Other Financial Assets 390.32 29.18 419.50 1,516.44 (1,215.38) 301.06 37.41 338.47 Income Tax Assets 188.89 (18.72) 170.17 253.21 (106.65) 146.56 (19.60) 126.96Deferred Tax Assets 462.19 (57.15) 405.04 1,888.92 (1,521.86) 367.06 (30.70) 336.36Other Non-Current Assets 500.88 (36.18) 464.70 3,582.10 (3,193.60) 388.50 (35.29) 353.21

21,195.45 (776.04) 20,419.41 98,133.41 (78,363.32) 19,770.09 (603.67) 19,166.42Current AssetsInventories 2,843.37 (1,543.59) 1,299.78 4,081.68 (1,860.26) 2,221.42 (1,054.77) 1,166.65 Financial Assets(i) Investments 30.99 0.04 31.03 590.90 (560.16) 30.74 1.55 32.29(ii) Trade Receivables 10,542.85 (355.39) 10,187.46 15,319.15 (1,656.01) 13,663.14 (404.25) 13,258.89(iii) Cash & Cash Equivalents 1,179.44 (213.20) 966.24 1,984.47 (792.80) 1,191.67 (64.22) 1,127.45(iv) Other Balances with Banks 879.02 (305.76) 573.26 1,666.57 (702.38) 964.19 (558.10) 406.09(v) Loans 6,560.46 (11.44) 6,549.02 3,012.24 1,954.36 4,966.60 (27.84) 4,938.76(vi) Others Financial Assets 384.15 (27.10) 357.05 3,916.09 (3,723.27) 192.82 (35.28) 157.54Other Current Assets 1,584.36 (211.52) 1,372.84 2,154.06 (627.73) 1,526.33 (170.81) 1,355.52

24,004.64 (2,667.96) 21,336.68 32,725.16 (7,968.25) 24,756.91 (2,313.72) 22,443.19Total Assets 45,200.09 (3,444.00) 41,756.09 130,858.57 (86,331.57) 44,527.00 (2,917.39) 41,609.61EQUITY AND LIABILITIESEQUITYEquity Share Capital 109.98 - 109.98 109.98 - 109.98 - 109.98 Other Equity 13,305.73 (38.10) 13,267.63 25,617.83 (13,897.04) 11,720.79 207.69 11,928.48 Equity attributable to owners of the Company

13,415.71 (38.10) 13,377.61 25,727.81 (13,897.04) 11,830.77 207.69 12,038.46

Non Controlling Interests 85.21 0.02 85.23 4,101.85 (4,003.43) 98.42 - 98.42 Total Equity 13,500.92 (38.08) 13,462.84 29,829.66 (17,900.47) 11,929.19 207.69 12,136.88 LIABILITIESNon-Current LiabilitiesFinancial Liabilities(i) Borrowings 7,076.51 (67.47) 7,009.04 55,486.76 (50,120.73) 5,366.03 (370.85) 4,995.18 (ii) Other Financial Liabilities 1,050.32 (17.05) 1,033.27 786.74 (286.65) 500.09 (35.87) 464.22 Provisions 43.09 0.49 43.58 99.90 (60.79) 39.11 (0.77) 38.34 Deferred Tax Liabilities 163.39 (86.68) 76.71 1,004.83 (855.77) 149.06 (84.54) 64.52 Other Non-Current Liabilities 147.55 11.82 159.37 775.65 (775.65) - 8.06 8.06

8,480.86 (158.89) 8,321.97 58,153.88 (52,099.59) 6,054.29 (483.97) 5,570.32 Current LiabilitiesFinancial Liabilities(i) Borrowings 12,221.71 (1,215.72) 11,005.99 19,413.20 (4,606.88) 14,806.32 (822.77) 13,983.55 (ii) Trade Payables 7,124.38 (1,777.81) 5,346.57 10,383.18 (2,192.46) 8,190.72 (1,445.68) 6,745.04 (iii) Other Financial Liabilities 2,425.85 (149.58) 2,276.27 11,375.89 (8,950.84) 2,425.05 (66.07) 2,358.98 Other Current Liabilities 1,318.60 (55.40) 1,263.20 1,094.19 (379.82) 714.37 (93.00) 621.37 Provisions 45.30 (5.66) 39.64 468.30 (156.32) 311.98 (187.88) 124.10 Income Tax Liabilities 82.47 (42.86) 39.61 140.27 (45.19) 95.08 (25.71) 69.37

23,218.31 (3,247.03) 19,971.28 42,875.03 (16,331.51) 26,543.52 (2,641.11) 23,902.41 Total Equity and Liabilities 45,200.09 (3,444.00) 41,756.09 130,858.57 (86,331.57) 44,527.00 (2,917.39) 41,609.61

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

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Adani Enterprises Limited 25th Annual Report 2016-17

(e) Reconciliation of Statement of Profit & Loss for the year ended 31st March, 2016 : (H in Crores)Particulars For the year ended 31st March, 2016

Previous GAAP

Ind ASAdjustments

Ind AS

RevenueRevenue from Operations 44,022.95 (10,014.57) 34,008.38 Other Income 1,124.66 (2.38) 1,122.28 Total Revenue 45,147.61 (10,016.95) 35,130.66

ExpensesCost of Materials Consumed 8,130.53 (7,495.04) 635.49 Purchase of Stock-in-Trade 28,742.98 (1,182.66) 27,560.32 Changes in Inventories of Finished Goods and Stock-in-Trade 50.80 175.41 226.21 Employee Benefit Expenses 615.32 (87.40) 527.92 Finance Costs 1,497.98 (140.99) 1,356.99 Depreciation, Amortisation & Impairment 376.94 (62.49) 314.45 Operating and Other Expenses 4,494.18 (1,102.51) 3,391.67 Total Expenses 43,908.73 (9,895.68) 34,013.05 Profit before Exceptional items and tax 1,238.88 (121.27) 1,117.61 Add/(Less) : Exceptional items (61.83) - (61.83)Profit for the year before tax 1,177.05 (121.27) 1,055.78 Tax Expense:Current Tax 171.59 (33.69) 137.90 Adjustment for earlier year 19.68 (0.03) 19.65 Deferred Tax (including MAT) (97.47) 17.86 (79.61)Total Tax Expense 93.80 (15.86) 77.94 Profit for the year before share in Joint Ventures & Associates 1,083.25 (105.41) 977.84 Add : Share of Profit in Joint Ventures & Associates (53.01) 75.00 21.99 Net Profit for the year 1,030.24 (30.41) 999.83 Other Comprehensive IncomeItem that will not be reclassified to Consolidated Statement of Profit & Loss(i) Remeasurement of employee benefit obligations - (1.91) (1.91)(ii) Income tax relating to the above item - 0.66 0.66

- (1.25) (1.25)Item that will be reclassified to Consolidated Statement of Profit & Loss(i) Exchange differences on translation of financial statements of foreign

subsidiaries - 495.00 495.00

(ii) Income tax relating to the above item - - - - 495.00 495.00

Total Other Comprehensive Income - 493.75 493.75 Total Comprehensive Income 1,030.24 463.34 1,493.58 Net Profit attributable to :Owners of the Company 1,041.12 (30.40) 1,010.72 Non Controlling Interests (10.88) (0.01) (10.89)

1,030.24 (30.41) 999.83 Other Comprehensive Income attributable to :Owners of the Company - 493.74 493.74 Non Controlling Interests - 0.01 0.01

- 493.75 493.75 Total Comprehensive Income attributable to :Owners of the Company 1,041.12 463.34 1,504.46 Non Controlling Interests (10.88) - (10.88)

1,030.24 463.34 1,493.58

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

204

3.3 Impact of Scheme of Arrangement as at 1st April, 2015 :The Hon’ble Gujarat High Court vide its Order dated 7th May, 2015 had sanctioned the Composite Scheme of Arrangement between the Company, Adani Ports and Special Economic Zone Limited (APSEZ), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective Shareholders and Creditors pursuant to the provisions of Section 391 to 394 and the other provisions of the Companies Act, 1956 and Companies Act, 2013 (“Scheme”). The Scheme with effect from Appointed Date i.e. 1st April, 2015 inter alia provided for :

(a) Demerger of Port Undertaking, Power Undertaking and Transmission Undertaking comprising the undertaking, businesses, activities, operations, assets (movable and immovable) and liabilities of the Company and transfer of the same to APSEZ, APL and ATL respectively.

(b) Merger of AMPL into Adani Enterprises Ltd.

The transition from Previous GAAP to Ind AS has been considered after giving effect to scheme of arrangement.

(f) Reconciliation of Statement of Cash Flows : (H in Crores)Particulars For the year ended 31st March, 2016

Previous GAAP

Ind ASAdjustments

Ind AS

Cash flows from operating activities 4,609.77 502.24 5,112.01Cash flows from investing activities (2,093.87) (226.29) (2,320.16)Cash flows from financing activities (3,465.85) 17.80 (3,448.05)Exchange differences on consolidation 493.27 1.72 494.99Net (decrease) in cash and cash equivalents (456.68) 295.47 (161.21)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

Note :Impact on consolidated cash flow statement under Ind AS is on account of:

a) using equity method of accounting for consolidating joint ventures;

b) reclassification between cash and cash equivalents and other bank balances.

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Adani Enterprises Limited 25th Annual Report 2016-17

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207

Adani Enterprises Limited 25th Annual Report 2016-17

(H in Crores)

Particulars Intangible Assets

Computer Software

Right of Use of Land

License Fees - Indian

Railways

Intangible Asset

under SCA

Mine Development

Operation

Other Intangible

Assets

Right for the

expansion of existing

assets

Right of use to develop

and operate the port facilities

Total

Year Ended 31st March, 2016

Gross Carrying Value

Deemed Cost as at 1st April, 2015 63.19 0.11 31.25 15.75 645.63 2,537.90 2.40 21.08 3,317.31

Adjustment on account of Scheme of Arrangement

30.79 - 31.25 - - 41.85 2.40 21.08 127.36

Adjusted Deemed cost as at 1st April, 2015

32.40 0.11 - 15.75 645.63 2,496.05 - - 3,189.95

Addition during the year 12.19 - - 10.41 15.91 - - - 38.51

Foreign Exchange Translation 0.38 - - - - 180.42 - - 180.80

Deduction during the year - - - - - - - - -

Closing Gross Carrying Value 44.97 0.11 - 26.16 661.54 2,676.47 - - 3,409.26

Accumulated Depreciation

Opening Accumulated Depreciation

- - - - - - - - -

Depreciation, Amortisation & Impairment during the year

16.80 0.05 - 0.25 23.74 0.02 - - 40.86

Foreign Exchange Translation 0.24 - - - - - - - 0.24

Deduction during the year - - - - - - - - -

Closing Accumulated Depreciation

17.04 0.05 - 0.25 23.74 0.02 - - 41.10

Net Carrying Amount 27.94 0.06 - 25.91 637.80 2,676.45 - - 3,368.16

Year Ended 31st March, 2017

Gross Carrying Value

Opening Gross Carrying Amount 44.97 0.11 - 26.16 661.54 2,676.47 - - 3,409.26

Addition during the year 17.32 - - 2.63 16.69 - - - 36.65

Foreign Exchange Translation (0.15) - - - - (73.63) - - (73.78)

Deduction during the year - - - 3.56 - - - - 3.56

Closing Gross Carrying Value 62.14 0.11 - 25.24 678.24 2,602.84 - - 3,368.56

Accumulated Depreciation

Opening Accumulated Depreciation

17.04 0.05 - 0.25 23.74 0.02 - - 41.10

Depreciation, Amortisation & Impairment during the year

14.48 0.05 - 0.77 23.90 - - - 39.20

Foreign Exchange Translation (0.13) - - - - - - - (0.13)

Deduction during the year - - - - - - - - -

Closing Accumulated Depreciation

31.39 0.10 - 1.02 47.64 0.02 - - 80.17

Net Carrying Amount 30.75 0.01 - 24.22 630.59 2,602.82 - - 3,288.39

4 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS (contd.)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

208

4 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS (contd.)

i) Office building includes H2.32 Crores of unquoted shares (160 equity shares of A type and 1,280 equity shares of B type of H100 each fully paid-up) in Ruparelia Theatres Pvt. Ltd. By virtue of Investment in shares, the Group is enjoying rights in the leasehold land and H1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.

ii) Out of above assets following assets were given on operating lease as on 31st March, 2017.

(H in Crores)

Particulars Gross Block as at

31st March, 2017

Accumulated Depreciation

Net Block as at

31st March, 2017

Depreciation charge for the year

Land 11.22 - 11.22 - Building Office Building 46.19 1.52 44.67 0.77 Factory Building 2.97 0.24 2.73 0.12 Plant & Machinery 2.41 1.15 1.26 0.52 Total 62.79 2.91 59.88 1.41 31st March, 2016 63.60 1.70 61.90 1.70

The total future minimum lease rentals receivable at the Balance Sheet date is as under:

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016i) For a period not later than one year 2.16 2.81 ii) For a period later than one year and not later than five years 2.98 3.17 iii) For a period later than five years 17.19 16.69

22.33 22.67

iii) For security / mortgage, refer notes 21 and 25.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

5 CAPITAL WORK-IN-PROGRESS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Capital Work in Progress 7,134.47 7,189.09 5,140.15 Capital Inventories 596.47 515.85 137.38

7,730.94 7,704.94 5,277.53

Capital work-in-progress includes:

a) Building of H0.85 Crores (31st March, 2016 : H0.85 Crores, 1st April, 2015 : H0.85 Crores) which is in dispute and the matter is sub-judice.

b) Agricultural Land of H0.45 Crores (31st March, 2016: H0.45 Crores, 1st April, 2015 : H0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.

c) The Group’s share in Unincorporated Joint Venture Assets of H270.57 Crores (31st March, 2016: H235.21 Crores, 1st April, 2015 : H211.90 Crores).

d) Cost incurred by Group as Mine Developer cum Operator for Machhakata and Chendipada coal blocks, allotment of which have been cancelled pursuant to Coal Mines (Special Provision) Ordinance, 2014. The Group has filed claim for cost of investment in respect of Machhakata coal block with MahaGuj Collieries Ltd and for Chendipada coal block with UCM Coal Company Ltd. Pending final outcome, no adjustment in the carrying value of respective blocks in CWIP as such has been considered, as the same will be given effect in subsequent period on ascertainment of amount.

209

Adani Enterprises Limited 25th Annual Report 2016-17

6 INVESTMENT PROPERTIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Gross Carrying AmountOpening Gross Values 47.24 43.52 Additions during the year 1.31 1.47 Disposals during the year - - Foreign Exchange Translation Differences (0.83) 2.25 Balance as at the end of the year 47.72 47.24 Accumulated DepreciationOpening Accumulated Depreciation 9.72 7.65 Depreciation during the year 1.63 1.59 Disposals during the year - - Foreign Exchange Translation Differences (0.25) 0.48 Balance as at the end of the year 11.10 9.72 Net Carrying Amount 36.62 37.52

a) Fair Value of Investment Properties The fair value of the Group’s investment properties at the end of the year have been determined on the basis of valuation

carried out by the management based on the transacted prices near the end of the year in the location and category of the properties being valued. The fair value measurement for all of the investment properties has been categorised as Level 2 fair value measurement. Total fair value of Investment Properties is H43.13 Crores (31-Mar-2016: H46.35 Crores, 1-Apr-2015: H48.54 Crores)

b) During the year, the Group carried out a review of the recoverable amount of investment properties, As a result, there were no allowances for impairment required for these properties.

c) Amounts recognised in the Statement of Profit and Loss

(H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Income : Rental Income 2.17 2.29 Expenses : Property Tax 0.11 0.17 Depreciation 1.63 1.59

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

210

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015I. TRADE INVESTMENTS (all fully paid)a) Investment in Equity Shares (unquoted)1 300 (31st March, 2016 : 300, 1st April, 2015 : 300)

Equity Shares of PT Coalindo Energy of IDR 1 Million each0.15 0.15 0.15

2 Nil (31st March, 2016 : 1,100, 1st April, 2015 : 1,100) Equity Shares of H10 each of Parsa Kente Rail Infrastructure Pvt. Ltd.

- * *

b) Investment in Joint Venture Entities (unquoted, accounted using Equity Method)

1 5,71,47,443 (31st March, 2016 : 5,71,47,443, 1st April, 2015 : 5,71,47,443) Equity Shares of H10 each of Adani Wilmar Ltd.

692.23 573.03 547.39

2 38,00,000 (31st March, 2016 : 38,00,000, 1st April, 2015 : 38,00,000) Equity Shares of $ 1 each of Adani Wilmar Pte. Ltd.

69.53 51.24 22.70

3 8,50,00,000 (31st March, 2016 : 4,50,00,000, 1st April, 2015 :1,23,00,000) Equity Shares of H10 each of Indian Oil-Adani Gas Pvt. Ltd.

78.08 41.16 10.88

4 4,02,82,892 (31st March, 2016 : 25,000, 1st April, 2015 : Nil) Equity Shares of H10 each of Adani Renewable Park Rajasthan Ltd.

40.02 - -

5 5,100 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of H10 each of Adani Elbit Advanced Systems India Ltd.

- - -

c) Investment in Associate Entities (unquoted, accounted using Equity Method)

1 4,82,00,000 (31st March, 2016 : 4,82,00,000, 1st April, 2015 : 4,82,00,000) Equity Shares of H10 each of GSPC LNG Ltd.

48.20 48.20 48.20

2 1,46,685 (31st March, 2016 : 1,46,685, 1st April, 2015 : 1,46,685) Equity Shares of H10 each of Vishakha Industries Pvt. Ltd.

5.10 5.08 5.00

3 Nil (31st March, 2016 : 3,01,31,000, 1st April, 2015 : 3,01,31,000) Equity Shares of H10 each of Adani Murmagao Port Terminal Pvt. Ltd.

- 5.89 30.13

4 Nil (31st March, 2016 : 3,12,13,000, 1st April, 2015 : 52,13,000) Equity Shares of H10 each of Adani Kandla Bulk Terminal Pvt. Ltd.

- - 5.20

5 78,400 (31st March, 2016 : 78,400, 1st April, 2015 : 78,400) Equity Shares of H10 each of CSPGCL AEL Parsa Collieries Ltd.

0.06 0.06 0.06

6 3,52,000 (31st March, 2016 : 3,52,000, 1st April, 2015 : 3,52,000) Equity Shares of H10 each of Mundra SEZ Textile & Apparel Park Pvt. Ltd.

0.35 0.35 0.35

d) Investment in Partnership Firm (unquoted, accounted using Equity Method)

1 50% share in Vishakha Industries 9.94 9.91 9.92

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

211

Adani Enterprises Limited 25th Annual Report 2016-17

7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015II. NON TRADE INVESTMENTS (all fully paid)a) Investment in Equity Shares (unquoted)1 20,000 (31st March, 2016 : 20,000, 1st April, 2015 : 20,000)

Equity Shares of H25 each of Kalupur Commercial Co-operative Bank

0.05 0.05 0.05

2 12,50,000 (31st March, 2016 : 12,50,000, 1st April, 2015: 12,50,000) Equity Shares of H10 each of Indian Energy Exchange Ltd.

1.25 1.25 1.25

3 4 (31st March, 2016 : 4, 1st April, 2015 : 4) Equity Shares of H25 each of The Cosmos Co-Operative Bank Ltd.

* * *

4 4,000 (31st March, 2016 : 4,000, 1st April, 2015 : 4,000) Equity Shares of H25 each of Shree Laxmi Co-operative Bank Ltd.

0.01 0.01 0.01

Less : Provision for diminution in value (0.01) (0.01) (0.01)- - -

b) In Government Securities (unquoted)1 National Saving Certificates 0.03 0.03 0.03

(Lodged with government departments)944.99 736.40 681.31

Aggregate amount of quoted investments - - -Aggregate amount of unquoted investments 944.99 736.40 681.31Market value of the quoted investments - - -Aggregate provision for diminution in value of investments 0.01 0.01 0.01

(Amounts below H50,000/- denoted as *)

(contd.)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

8 NON CURRENT LOANS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodLoan to Employees - 3.33 3.74 Loan to Others 975.94 4.51 4,459.61

975.94 7.84 4,463.35

(for dues from the related party, refer note 40)

9 OTHER NON-CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodSecurity Deposits 523.07 263.98 260.70 Land Lease Receivable 30.47 32.27 - Interest accrued but not due 2.01 1.54 1.50 Financial Assets under Service Concession Arrangements 102.39 113.09 67.60 Other Non Current Financial Assets 163.38 8.62 8.67

821.32 419.50 338.47

212

10 DEFERRED TAX ASSETS & LIABILITIES

a. Major Components of Deferred Tax Liability / Asset (net)

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015DEFERRED TAX LIABILITIES Property, Plant & Equipments and Intangible Assets 409.06 343.60 254.30 Assets under Service Concession Arrangement 33.62 45.50 - Other Items 0.70 23.35 16.14 Gross Deferred Tax Liabilities 443.38 412.45 270.44 DEFERRED TAX ASSETS Provision for Employee Benefits 7.32 8.64 10.58 Other Items 27.55 18.98 24.51 MAT Credit Entitlement 315.12 233.79 200.92 On Unabsorbed Depreciation & Tax Losses 503.09 479.37 306.27 Gross Deferred Tax Assets 853.08 740.78 542.28 NET DEFERRED TAX LIABILITY / (ASSET) (409.70) (328.33) (271.84)Disclosure in Consolidated Balance Sheet is based on entity wise recognition, as follows :Deferred Tax Liabilities 77.93 76.71 64.52 Deferred Tax Assets 487.63 405.04 336.36 Net Deferred Tax Liability / (Asset) (409.70) (328.33) (271.84)

Note: In accordance with the Ind AS 12, the deferred tax credit of H83.63 Crores (31st March, 2016 : deferred tax credit of H79.61 Crores) for the year has been recognised in the Statement of Profit & Loss.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

b. The gross movement in the deferred tax account for the year ended 31st March, 2017 and 31st March, 2016, are as follows:

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Net deferred tax asset at the beginning 328.33 271.84 Tax (Expenses) / Income recognised in:Statement of Profit and Loss Property, Plant & Equipments and Intangible Assets (65.46) (89.30) Asset under Service Concession Arrangement 11.88 (45.50) Employee Benefits Liability (1.71) (2.60) Unabsorbed Depreciation / Business Loss 23.72 173.11 MAT Credit Entitlement 81.33 32.87 Others 31.22 (12.74)Other Comprehensive Income Employee Benefits Liability 0.39 0.66 Net deferred tax asset at the end 409.70 328.33

213

Adani Enterprises Limited 25th Annual Report 2016-17

c. This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the actual provision made in the Financial Statements as at 31st March, 2017 & 31st March, 2016 with breakup of differences in Profit as per the Financial Statements & as per Income Tax Act, 1961.

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Profit Before Tax 904.60 1,055.78 Tax Rate for Corporate Entity as per Income Tax Act, 1961 34.608% 34.608%Expected Tax Expense as per Income Tax Act, 1961 313.06 365.39 Tax Effect of:

Adjustment on account of Scheme of Arrangement - (81.60)Tax concessions and tax rebates (192.51) (80.69)Expenses not allowed for tax purposes 37.01 58.32 Income exempt under tax laws (22.73) (81.49)Difference in the tax rates between entities of the group (97.92) (98.95)Adjustments for changes in estimates of deferred tax assets 34.53 19.19 Others 25.44 (22.23)

Total Tax Expense as per Statement of Profit & Loss 96.88 77.94

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

10 DEFERRED TAX ASSETS & LIABILITIES (contd.)

11 OTHER NON-CURRENT ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodCapital Advances 438.34 198.03 68.11 Share Application Money - 7.50 - Advances recoverable for value to be received 16.72 12.96 16.43 Balances with Government Authorities 138.14 137.73 141.93 Prepaid Expenses 25.59 15.73 21.83 Other Non-Current Assets 80.46 92.75 104.91

699.25 464.70 353.21

12 INVENTORIES (Valued at lower of cost and net realisable value) (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015(As certified by management)Raw Materials 176.81 0.07 0.05 Finished / Traded Goods (note (a)) 827.85 832.42 1,082.12 Stores and Spares 647.24 467.29 84.48

1,651.90 1,299.78 1,166.65

Notes:(a) Includes Goods in Transit H212.94 Crores (31st March, 2016 : H148.41 Crores; 1st April, 2015 : H264.06 Crores)

(b) For security / hypothecation, refer notes 21 and 25.

214

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

13 CURRENT INVESTMENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015I. In Mutual Funds - Unquoted1 Nil (31st March, 2016 : 5,544.508, 1st April, 2015 : Nil) Units

in Religare Invesco Liquid Fund-Direct-Growth of H1000 each - 1.14 -

2 5,554.34 (31st March, 2016 : 11,436.613, 1st April, 2015 : Nil) Units in Birla Sun Life Cash Plus-Direct-Growth of H100 each

0.14 0.28 -

3 50,977.47 (31st March, 2016 : 48.208, 1st April, 2015 : Nil) Units in Reliance Liquidity Fund-Direct-Growth of H1000 each

20.14 0.01 -

4 36,18,263.58 (31st March, 2016 : 25,00,392.574, 1st April, 2015 : Nil) Units in JM High Liquidity Fund-Direct-Growth of H10 each

16.10 10.36 -

5 Nil (31st March, 2016 : 73,890.382, 1st April, 2015 : 30,712.179) Units in SBI Premier Liquid Fund-Direct-Growth of H1000 each

- 17.60 6.75

6 832.072 (31st March, 2016 : 41.714, 1st April, 2015 : Nil) Units in Axis Liquid Fund-Direct-Growth of H1000 each

0.15 0.01 -

7 Nil (31st March, 2016 : 1,146.55, 1st April, 2015 : Nil) Units in Reliance Liquid Fund-Cash Plus-Direct-Growth of H1000 each

- 0.28 -

8 11,345.973 (31st March, 2016 : 948.098, 1st April, 2015 : Nil) Units in Reliance Liquid Fund-Treasury Plan-Direct-Growth of H1000 each

4.49 0.35 -

9 2,61,485.006 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in DHFL Pramerica Insta Cash Plus Fund-Direct Plan-Growth Option of H10 each

5.53 - -

10 29,042.464 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in Invesco India Liquid Fund-Direct Plan-Growth Option of H10 each

6.47 - -

11 2,00,20,594.269 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in SBI Short Term Debt Fund-Regular Plan-Growth Option of H10 each

37.84 - -

12 23,328.873 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in SBI Ultra Short Term Debt Fund-Regular Plan-Growth Option of H1000 each

4.90 - -

13 Nil (31st March, 2016 : Nil, 1st April, 2015 : 1,40,00,000) Units in Reliance Fixed Horizon Fund-Direct Plan-Growth Option of H10 each

- - 15.49

14 Nil (31st March, 2016 : Nil, 1st April, 2015 : 59,52,506.73) Units in Reliance Short Term Fund - Monthly Dividend Plan of H10 each

- - 6.55

15 Nil (31st March, 2016 : Nil, 1st April, 2015 : 7,332.562) Units in Reliance Liquid Fund Cash Plan-Direct-Growth Plan of H1000 each

- - 2.50

II. In Bonds - Unquoted1 10 (31st March, 2016 : 10, 1st April, 2015 : 10) 11.80% LVB-Tier-

II 2024 Bonds of Laxmi Vilas Bank Ltd. of H10,00,000 each 1.00 1.00 1.00

96.76 31.03 32.29 Aggregate amount of quoted investments - - - Aggregate amount of unquoted investments 96.76 31.03 32.29

215

Adani Enterprises Limited 25th Annual Report 2016-17

14 TRADE RECEIVABLES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered good 12,741.75 10,187.46 13,258.89 Unsecured, considered doubtful 41.67 14.30 28.24

12,783.42 10,201.76 13,287.13 Provision for doubtful receivables (41.67) (14.30) (28.24)

12,741.75 10,187.46 13,258.89

Notes:(a) For dues from the related party, refer note 40.

(b) For security / hypothecation, refer note 21 and 25.

16 OTHER BALANCES WITH BANKS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Deposits with original maturity of more than three months but less than twelve months

375.90 137.06 206.27

Earmarked balances In unclaimed dividend accounts 0.34 0.62 0.39 Margin Money Deposits (lodged against Bank Guarantee, Buyer’s Credit, Cash Credit and Letter of Credit)

342.27 435.58 199.43

718.51 573.26 406.09

15 CASH AND CASH EQUIVALENTS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Balances with banks: - In current accounts 575.24 375.50 554.88 - In deposit accounts 403.52 589.79 556.60 Cheques / Drafts on hand 17.05 0.02 15.12 Cash on hand 0.77 0.93 0.85

996.58 966.24 1,127.45

Disclosure of Specified Bank Notes :In accordance with the MCA notification G.S.R. 308(E) dated 30th March, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from 8th November 2016 to 30th December 2016, is given below :

(H in Crores)Particulars SBNs ODNs TotalClosing cash on hand as at 8th November, 2016 0.42 0.56 0.98 (+) Permitted Receipts 0.41 6.89 7.30 (-) Permitted Payments - - - (-) Amount Deposited in Banks 0.83 6.74 7.57 Closing cash 0n hand as at 30th December, 2016 - 0.71 0.71

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

216

18 OTHER CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodSecurity and Other Deposits 55.97 63.41 32.92 Interest accrued 53.61 67.51 47.86 Unbilled Revenue 249.44 214.56 72.75 Derivative Assets 9.79 0.12 - Financial Assets under Service Concession Arrangements 20.47 - - Other Current Financial Assets 40.40 11.45 4.01

429.68 357.05 157.54

19 OTHER CURRENT ASSETS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodPrepaid Expenses 106.12 84.49 152.20 Balances with Government Authorities 78.92 82.63 123.31 Other Current Assets 17.64 12.09 3.60 Advances recoverable for value to be receivedUnsecured, considered good 1,385.75 1,193.63 1,076.41 Unsecured, considered doubtful 14.09 22.49 23.33

1,399.84 1,216.12 1,099.74 Provision for doubtful advances (14.09) (22.49) (23.33)

1,385.75 1,193.63 1,076.41 1,588.43 1,372.84 1,355.52

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

17 CURRENT LOANS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Unsecured, considered goodLoan to Employees 4.72 0.02 0.01 Loan to Others 3,930.35 6,549.00 4,938.75

3,935.07 6,549.02 4,938.76

(for dues from the related party, refer note 40)

217

Adani Enterprises Limited 25th Annual Report 2016-17

20 EQUITY SHARE CAPITAL (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015AUTHORISED4,85,92,00,000 (31st March, 2016: 4,85,92,00,000, 1st April, 2015: 4,85,92,00,000) Equity Shares of H1/- each

485.92 485.92 485.92

45,00,000 (31st March, 2016: 45,00,000, 1st April, 2015: 45,00,000) Preference Shares of H10/- each

4.50 4.50 4.50

490.42 490.42 490.42 ISSUED, SUBSCRIBED & FULLY PAID-UP1,09,98,10,083 (31st March, 2016: 1,09,98,10,083, 1st April, 2015: 1,09,98,10,083) Equity Shares of H1/- each

109.98 109.98 109.98

109.98 109.98 109.98

(a) Reconciliation of the Number of Shares Outstanding

Equity Shares As at 31st March, 2017 As at 31st March, 2016Nos. H In Crores Nos. H In Crores

At the beginning of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98 At the end of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98

(b) Rights, Preferences and Restrictions attached to each class of shares The Company has only one class of Equity Shares having a par value of H1/- per share and each holder of the Equity Shares

is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Company

Name of the Shareholders As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Nos. % Holding Nos. % Holding Nos. % Holding

Equity shares of H1 each fully paidShri Gautam S. Adani / Shri Rajesh S. Adani (on behalf S. B. Adani Family Trust)

62,11,97,910 56.48% 62,11,97,910 56.48% 62,11,97,910 56.48%

Adani Properties Pvt. Ltd. - - 9,94,91,719 9.05% 9,94,91,719 9.05%Parsa Kente Rail Infra LLP 9,94,91,719 9.05% - - - -Shri Vinod Shantilal Adani - - 9,07,49,100 8.25% 9,07,49,100 8.25%

72,06,89,629 65.53% 81,14,38,729 73.78% 81,14,38,729 73.78%

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interests, the above shareholding represents both legal and beneficial ownerships of shares.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

218

21 LONG TERM BORROWINGS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015SECURED10.20% Redeemable Non Convertible Debentures 148.83 - - Term Loans from Banks 5,023.08 4,082.99 2,705.16 Term Loans from Financial Institutions 998.33 1,164.41 1,089.91 Borrowings under Letter of Credit Facilities 776.67 17.45 - Vehicle Loans - 0.02 0.08 UNSECURED11.85% Redeemable Non Convertible Debentures - - 1,200.00 Inter Corporate Loans 1,004.44 1,227.17 0.03 Term Loan from Banks 1,046.97 517.00 - Term Loan from Financial Institutions 175.00 - -

9,173.32 7,009.04 4,995.18 The above amount includes :Secured borrowings 6,946.91 5,264.87 3,795.15 Unsecured borrowings 2,226.41 1,744.17 1,200.03

9,173.32 7,009.04 4,995.18

Notes :

(a) Non Convertible Debentures of H148.83 Crores issued by the Company are secured by subservient charge on entire current assets and movable fixed assets of the Company except assets pertaining to mining business, repayable after two years and one month from the year ended 31st March, 2017.

(b) Above facilities are secured by :

1 Hypothecation/Mortgage of respective immovable and movable assets both present and future by way of charge (First/Second/Subservient) ranking pari-passu among the Banks/Financial Institutions by 28 entities of the Group.

2 Pledge of equity shares of 2 subsidiaries through execution of pledge agreement.

(c) Unsecured Loans from Bank of H1046.97 Crores and from Financial Institution of H175.00 Crores are repayable in June 2018 and February 2019 respectively.

(d) The above loans carry interest rate ranging 5% to 13% p.a.

(e) The above notes are given in summarised general form for the sake of brevity. Detailed terms could be better viewed, when referred from the respective financial statements.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

22 OTHER NON-CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Retention Money 70.23 44.23 40.70 Long Term Deposits from Customers and Others 200.80 682.08 415.89 Obligations under Lease Land 381.15 306.96 - Other Non-Current Financial Liabilities 699.42 - 7.63

1,351.60 1,033.27 464.22

219

Adani Enterprises Limited 25th Annual Report 2016-17

23 LONG TERM PROVISIONS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Provision for Employee Benefits 37.87 27.89 33.49 Asset Retirement Obligation (Refer note (a)) 6.03 5.23 4.85 Other Long Term Provisions - 10.46 -

43.90 43.58 38.34

Note (a) : (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Opening Balance 5.23 4.85 Add : Additions during the year 0.80 0.38 Less :Utilised / (Settled) during the year - - Closing Balance 6.03 5.23

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

24 OTHER NON-CURRENT LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Advances from Customers 1.90 52.00 - Deferred Government Grants 82.32 11.81 8.06 Unearned Income under Long Term Land Lease 33.24 95.56 -

117.46 159.37 8.06

25 SHORT TERM BORROWINGS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015SECUREDBanks (Note (a)) 5,652.07 5,592.36 8,276.10 Borrowings under Letters of Credit Facilities (Note (b)) 303.59 - - Buyer's Credit Against Working Capital (Note (c)) 1,693.52 958.68 1,135.34 Financial Institutions - - 755.36 UNSECUREDBanks 559.71 1,247.98 220.00 Commercial Paper 2,150.00 1,665.00 750.00 Overdraft Facility from Banks 1.23 135.52 0.03 Other Loans and Advances 319.76 1,406.45 2,846.72

10,679.88 11,005.99 13,983.55 The above amount includes :Secured borrowings 7,649.18 6,551.04 10,166.80 Unsecured borrowings 3,030.70 4,454.95 3,816.75

10,679.88 11,005.99 13,983.55

220

26 TRADE PAYABLES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Acceptances 900.52 152.25 737.46 Trade payables - Micro, small and medium enterprises 0.03 0.04 - - Others 7,654.48 5,194.28 6,007.58

8,555.03 5,346.57 6,745.04

(for dues to related parties, refer note 40)

Notes:(a) Secured by

1. Hypothecation of current and movable assets both present & future of 5 entities of the Group by way of first charge ranking pari passu among the banks as agreed with individual lending banks. (Set out in their banking facilities arrangement letters)

2. First pari passu charge on inventories, book debts. other receivables and materials purchased under the facility.

(b) Borrowings under letters of credit facilities are secured against fixed deposits and also against movable and Immovable assets of the 2 entities of the Group including project assets both present and future.

(c) The facilities secured by the margin money deposits and secured by hypothecation of current assets both present & future by way of first charge ranking pari passu by 4 entities of the Group.

(d) The above loans carry interest rate ranging 5% to 13% p.a.

(e) The above notes are given in summarised general form for the sake of brevity. Detailed terms could be better viewed, when referred from the respective financial statements.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

27 OTHER CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Current Maturities of Long Term Debt - Secured Redeemable Non Convertible Debentures - - 900.00 - Term Loan - Bank/Financial institutions -Secured (Refer note 21)

992.51 894.26 911.68

- Term Loan - Bank/Financial institutions - Unsecured - 110.00 - - Inter Corporate Loan - Unsecured - 150.00 150.00 - Vehicle Loans - 0.06 0.11 Unpaid Dividends - Equity Shares (not due for credit to Investors Education & Protection Fund)

0.34 0.62 0.39

Interest accrued but not due 102.67 110.16 245.44 Capital Creditors and Other Payables 381.58 880.59 112.87 Deposits from Customers & Others 1.22 0.17 0.12 Derivative Liabilities 218.84 80.15 38.24 Retention Money 108.03 50.26 0.13

1,805.19 2,276.27 2,358.98

(for dues to related parties, refer note 40)

25 SHORT TERM BORROWINGS (contd.)

221

Adani Enterprises Limited 25th Annual Report 2016-17

28 OTHER CURRENT LIABILITIES (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Advances from Customers 1,035.05 1,197.19 562.63 Statutory Current Liabilities (including TDS, VAT, PF and others) 62.41 64.30 57.37 Deferred Government Grants 5.44 1.63 1.25 Income Received in Advance 13.40 0.08 0.12

1,116.30 1,263.20 621.37

(for dues to related parties refer note 40)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

29 SHORT TERM PROVISIONS (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Provision for Employee Benefits 15.67 16.64 19.54 Provision for Minimum Work Programme (Refer note (a)) 22.32 23.00 104.56

37.99 39.64 124.10

Note (a) : (H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Opening Balance 23.00 104.56 Add : Additions during the year - 17.23 Less : Utilised / (Settled) during the year - (99.62)Add / (Less) : Exchange rate difference (0.68) 0.83 Closing Balance 22.32 23.00

222

30 REVENUE FROM OPERATIONS (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Sale of Products 35,245.43 32,160.73 Sale of Services 1,982.68 1,702.10 Other Operating Revenue - Insurance Claims Received 3.00 2.43 - Profit from Partnership Firm 0.03 - - Other Operating Income 82.56 143.12

37,313.70 34,008.38

31 OTHER INCOME (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Interest Income - from Banks 24.41 45.38 - from Others 613.19 728.59 Dividend Income - Non-Current Investments - 174.51 - Current Investments 3.78 2.65 Gain on Foreign Exchange Variation (net) 2.93 10.16 Gain on Sale of : - Non-Current Investments 0.11 - - Current Investments 14.01 6.31 - Property, Plant & Equipments 2.68 16.17 Bad Debt Recovery - 0.04 Gain of Commodities hedging 40.12 35.92 Other Miscellaneous Income 28.72 87.64 Liabilities no longer required written back 5.94 8.95 Rent Income 5.35 5.65 Sale of Scrap 1.50 0.31

742.74 1,122.28

32 COST OF MATERIALS CONSUMED (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Raw Material consumedOpening Stock 0.07 0.05 Add : Purchases during the year 678.09 635.51 Less : Closing Stock 176.81 0.07

501.35 635.49

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

223

Adani Enterprises Limited 25th Annual Report 2016-17

33 CHANGES IN INVENTORIES OF FINISHED GOODS AND STOCK-IN-TRADE (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Opening Stock - Finished Gooods / Stock in Trade 832.42 1,058.63 Closing Stock - Finished Goods / Stock in Trade 827.86 832.42

4.56 226.21

35 FINANCE COSTS (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Interest 1,409.11 1,140.42 Bank Commission / Charges 205.86 148.84 Net (Gain) / Loss on foreign currency transactions and translations (considered as finance costs)

(42.23) 67.73

1,572.74 1,356.99

36 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Operating and Manufacturing 1,836.87 1,578.75 Excise Duty 75.44 76.55 Rent & Infrastructure Usage Charges 52.44 35.12 Rates & Taxes 25.61 21.45 Communication Expenses 14.19 11.08 Stationery & Printing Expenses 3.69 3.22 Repairs to: Buildings 5.93 7.30 Plant & Machinery 4.13 3.53 Others 37.11 37.74

47.17 48.57 Electric Power Expenses 8.58 7.50 Insurance Expenses 17.70 15.68 Legal and Professional Fees 110.27 105.75 Payment to Auditors 2.69 2.41 Office Expenses 20.09 18.53 Security Charges 4.39 4.63 Directors Sitting Fees 0.41 0.57 Commission (Non-Executive Directors) 0.46 0.50

34 EMPLOYEE BENEFIT EXPENSES (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Salaries & Bonus 477.79 478.93 Contributions to Provident & Other Funds 31.84 24.00 Staff Welfare Expenses 29.31 24.99

538.94 527.92

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

224

37 EXCEPTIONAL ITEMS (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Unsuccessful Exploration / Projects Cost (Note (a)) (60.97) (71.41)Gain on disposal of subsidiary (Note (b)) - 13.10 Gain on disposal of associates (Note (c)) 87.92 - Written off Assam Block (Note (d)) - (3.52)

26.95 (61.83)

(a) Unsuccessful Exploration / Projects Cost include :

i) Loss of H60.97 Crores (31st March, 2016 : H54.24 Crores) due to abandonment of certain projects by one of the subsidiary, Adani Gas Ltd on account of denial of permission by the regulatory authority

ii) Loss of HNil (31st March, 2016 : H17.17 Crores) expensed by one of the subsidiary, Adani Welspun Exploration Ltd on account of unsuccessful exploration cost on abortive projects

(b) Gain of HNil (31st March, 2016 : H13.10 Crores) for the year represents gain on disinvestment of 100% stake in subsidiary Adani Infra (India) Ltd.

(c) Gain of H87.92 Crores (31st March, 2016 : HNil) for the year represents gain on sale of 26% stake in two associate entities Adani Kandla Bulk Terminal Pvt. Ltd. & Adani Murmugao Port Terminal Pvt. Ltd.

(d) Loss of HNil (31st March, 2016 : H3.52 Crores) is an incremental provision for Unfinished Minimum Work Program towards Assam Block.

36 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Loss on Sale of Assets 11.86 16.82 Loss from Partnership Firm - 0.01 Clearing & Forwarding Expenses 623.75 922.62 Manpower Services 35.10 1.82 Supervision & Testing Expenses 8.13 12.05 Donation 2.69 3.84 Advertisement and Selling Expenses 109.07 166.73 Bad Debts / Advances written off 7.02 6.88 Provision for Doubtful Debts / Advance 21.46 (14.33)Travelling & Conveyance Expenses 43.32 38.74 Net Exchange Rate difference non financing activity 90.85 214.31 Miscellaneous Expenses 63.70 91.87

3,236.95 3,391.67

38 FINANCIAL INSTRUMENTS AND RISK REVIEW

(a) Accounting Classification and Fair Value Hierarchy

Financial Assets and Liabilities : The Group’s principal financial assets include loans and trade receivables, cash and cash equivalents and other receivables.

The Group’s principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations and projects.

Fair Value Hierarchy : The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either

observable or unobservable and consists of the following three levels:

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

(contd.)

225

Adani Enterprises Limited 25th Annual Report 2016-17

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented..

As at 31st March, 2017 : (H in Crores)Particulars FVTPL FVTOCI Amortised

CostTotal

Level-1 Level-2 Level-3Financial AssetsInvestments - 95.76 1.45 - 1.03 98.24 Trade Receivables - - - - 12,741.75 12,741.75 Cash and Cash Equivalents - - - - 996.58 996.58 Other Bank Balances - - - - 718.51 718.51 Loans - - - - 4,911.01 4,911.01 Derivative Assets - 9.79 - - - 9.79 Other Financial Assets - - - - 1,241.21 1,241.21 Total - 105.55 1.45 - 20,610.09 20,717.09 Financial LiabilitiesBorrowings - - - - 20,845.71 20,845.71Trade Payables - - - - 8,555.03 8,555.03 Derivative Liabilities - 218.85 - - - 218.85 Other Financial Liabilities - - - - 1,945.44 1,945.44 Total - 218.85 - - 31,346.18 31,565.03

As at 31st March, 2016 : (H in Crores)Particulars FVTPL FVTOCI Amortised

CostTotal

Level-1 Level-2 Level-3Financial AssetsInvestments - 30.03 1.45 - 1.03 32.51 Trade Receivables - - - - 10,187.46 10,187.46 Cash and Cash Equivalents - - - - 966.24 966.24 Other Bank Balances - - - - 573.26 573.26 Loans - - - - 6,556.86 6,556.86 Derivative Assets - 0.12 - - - 0.12 Other Financial Assets - - - - 776.43 776.43 Total - 30.15 1.45 - 19,061.28 19,092.88 Financial LiabilitiesBorrowings - - - - 19,169.35 19,169.35 Trade Payables - - - - 5,346.57 5,346.57 Derivative Liabilities - 80.15 - - - 80.15 Other Financial Liabilities - - - - 2,075.07 2,075.07 Total - 80.15 - - 26,590.99 26,671.14

38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

226

38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

As at 1st April, 2015 : (H in Crores)Particulars FVTPL FVTOCI Amortised

CostTotal

Level-1 Level-2 Level-3Financial AssetsInvestments - 31.29 1.45 - 1.03 33.77 Trade Receivables - - - - 13,258.89 13,258.89 Cash and Cash Equivalents - - - - 1,127.45 1,127.45 Other Bank Balances - - - - 406.09 406.09 Loans - - - - 9,402.11 9,402.11 Derivative Assets - - - - - - Other Financial Assets - - - - 496.01 496.01 Total - 31.29 1.45 - 24,691.58 24,724.32 Financial LiabilitiesBorrowings - - - - 20,940.52 20,940.52 Trade Payables - - - - 6,745.04 6,745.04 Derivative Liabilities - 38.24 - - - 38.24 Other Financial Liabilities - - - - 823.17 823.17 Total - 38.24 - - 28,508.73 28,546.97

Notes : (a) Investments exclude Investment in Joint Ventures and Associates.

(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is not significant in each of the year presented.

(b) Financial Risk Management Objective and Policies : The Group’s risk management activities are subject to the management direction and control under the framework of

Risk Management Policy as approved by the Board of Directors. The management ensures appropriate risk governance framework for the Group through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.

The Group is primarily exposed to risks resulting from fluctuation in market risk, credit risk and liquidity risk, which may adversely impact the fair value of its financial instruments.

(i) Market Risk Market risk is the risk of loss of future earnings, fair value or future cash flows of a financial instrument, that may result

from adverse changes in interest rate and foreign currency exchange rates.

A. Foreign Currency Exchange Risk : Since the Group operates internationally and portion of the business transacted are carried out in more than one

currency, it is exposed to currency risks through its transactions in foreign currency or where assets or liabilities are denominated in currency other than functional currency.

The Group evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies including the use of derivatives like foreign exchange forward and option contracts to hedge exposure to foreign currency risks.

For open positions on outstanding foreign currency contracts and details on unhedged foreign currency exposure, refer note 39.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

227

Adani Enterprises Limited 25th Annual Report 2016-17

Every percentage point depreciation / appreciation in the exchange rate between the Indian Rupee and the U.S. Dollar, would have affected the Group’s profit for the year as follows:

(H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Impact on profit for the year 17.90 7.18

B. Interest Risk : The Group is exposed to changes in interest rates due to its financing, investing and cash management activities. The

risks arising from interest rate movements arise from borrowings with variable interest rates. The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

The Group’s risk management activities are subject to the management, direction and control of Central Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group’s Central Treasury Team ensures appropriate financial risk governance framework through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.

For Group’s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used, which represents management’s assessment of the reasonably possible change in interest rate.

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Total Borrowings at the year end 20,845.71 19,169.35

In case of fluctuation in interest rates by 50 basis points and all other variables were held constant, the Group’s profit for the year would increase or decrease as follows:

(H in Crores)Particulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Impact on profit for the year 104.23 95.85

(ii) Credit Risk Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to

the Group. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Group’s treasury team in accordance with the Company’s risk management policy. Cash and cash equivalents and bank deposits are placed with banks having good reputation, good past track record and high quality credit rating and also reviews their creditworthiness on an on-going basis. .

Since the Group has a fairly diversified portfolio of receivables in terms of spread, no concentration risk is foreseen. A significant portion of the Group’s receivables are due from public sector units (which are government undertakings) and hence may not entail any credit risk.

38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

228

38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)

(iii) Liquidity Risk Liquidity risk refers the risk that the Group will encounter difficulty in meeting the obligations associated with its financial

liabilities. The Group’s objective is to provide financial resources to meet its obligations when they are due in a timely, cost effective and reliable manner without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors liquidity risk using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations.

The tables below provide details regarding contractual maturities of significant liabilities as at the end of each year end presented.

As at 31st March, 2017 : (H in Crores)Particulars Less than

1 Year 1 to 5 Years More than

5 Years Total

Borrowings 11,672.39 5,407.68 3,765.64 20,845.71 Trade Payables 8,555.03 - - 8,555.03 Other Financial Liabilities 812.68 68.33 1,283.28 2,164.29 Total 21,040.10 5,476.01 5,048.92 31,565.03

As at 31st March, 2016 : (H in Crores)Particulars Less than

1 Year 1 to 5 Years More than

5 Years Total

Borrowings 12,160.31 3,828.13 3,180.91 19,169.35 Trade Payables 5,346.57 - - 5,346.57 Other Financial Liabilities 1,121.95 591.34 441.93 2,155.22 Total 18,628.83 4,419.47 3,622.84 26,671.14

(iv) Capital Management For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable

to the equity shareholders of the Group. The primary objective of the Group when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value.

The Group monitors capital using gearing ratio, which is net debt (borrowings as detailed in note 21,25 and 27 less cash and bank balances) divided by total capital plus debt.

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015Total Borrowings (Refer notes 21, 25 and 27) 20,845.71 19,169.35 20,940.52 Less : Cash and Bank Balances (Refer notes 15 and 16) 1,715.09 1,539.50 1,533.54 Net Debt (A) 19,130.62 17,629.85 19,406.98 Total Equity (B) 14,698.22 13,462.84 12,136.88 Total Equity and Net Debt (C = A + B) 33,828.84 31,092.69 31,543.86 Gearing Ratio 57% 57% 62%

Management monitors the return on capital, as well as the levels of dividends to equity shareholders. The Group is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2017 and 31st March, 2016

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

229

Adani Enterprises Limited 25th Annual Report 2016-17

39 DISCLOSURE REGARDING DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE :

(a) The outstanding foreign currency derivative contracts / options as at 31st March, 2017 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows :

(Amount in Crores)Particulars Currency Amount in Foreign

CurrencyEquivalent Indian

RupeesAmount in Foreign

CurrencyEquivalent Indian

RupeesAs at

31st March, 2017As at

31st March, 2017As at

31st March, 2016As at

31st March, 2016Imports & Other Payables

USD 32.86 2,130.96 33.46 2,216.98

Foreign Currency Loans & Interest

USD 71.44 4,632.92 50.37 3,336.97

(b) Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2017 are as under :

(Amount in Crores)Particulars Currency Amount in Foreign

CurrencyEquivalent Indian

RupeesAmount in Foreign

CurrencyEquivalent Indian

RupeesAs at

31st March, 2017As at

31st March, 2017As at

31st March, 2016As at

31st March, 2016Packing Credit Forward Contract

USD 0.77 49.93 0.44 29.32

Foreign Letter of Credit/Buyers Credit

EUR 0.66 45.99 - - USD 17.71 1,148.18 2.95 195.45

Foreign Currency Loan USD 2.03 131.38 5.68 376.34 SGD 0.05 2.36 0.09 4.63

Other Payables EUR * 0.07 - - USD 0.27 17.59 0.20 13.22

Trade Payables AUD * * - - AED * 0.08 - - NZD * * - - JPY 6.80 3.94 - - SGD 0.01 0.39 0.01 0.35 EUR 0.08 5.41 * 0.02 USD 8.86 574.65 2.45 162.36

Trade Receivables AUD * 0.01 - - SGD 0.05 2.18 0.06 2.78 USD 2.03 131.52 0.87 57.44

EEFC Accounts / Cash & Cash Equivalents

SGD 0.01 0.33 0.02 1.02

Other Receivables USD - - 0.01 0.98 EUR - - * 0.02

(Amounts below 50,000/- denoted as *)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

230

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW :

(i) Name of Related Parties & Description of Relationship

(A) Controlling Entity :

Shantilal Bhudhermal Adani Family Trust (SBAFT)

(B) Joint Control Entities :

1 Adani Wilmar Ltd. 4 Indian Oil-Adani Gas Pvt. Ltd.2 Adani Renewable Energy Park Rajasthan Ltd. 5 Vishakha Industries Pvt. Ltd.3 Adani Elbit Advanced Systems India Ltd. 6 Adani Wilmar Pte. Ltd.

(C) Associates with whom transactions done during the year : CSPGCL AEL Parsa Collieries Ltd.

(D) Key Management Personnels :

1 Mr. Gautam S. Adani, Chairman 4 Mr. Ameet H. Desai, Executive Director & CFO2 Mr. Rajesh S. Adani, Managing Director 5 Mr. Jatin Jalundhwala, Company Secretary & Sr. Vice

President (Legal)3 Mr. Pranav V. Adani, Director

(E) Non Executive Directors :

1 Mr. Hemant Nerurkar 5 Mr. Berjis Desai2 Ms. Dharmishta N Rawal 6 Mr. Venkataraman Subramanian3 Mr. Anil Ahuja 7 Ms. Vijaylaxmi Joshi4 Dr. Ravindra H. Dholakia 8 Mr. S K Tuteja

(F) Enterprises over which (A) or (D) above have significant influence :

1 Adani Properties Pvt. Ltd. 20 The Dhamra Port Company Ltd. 2 Adani Education and Research Foundation 21 Adani Warehousing Services Pvt. Ltd.3 Adani Institute for Education and Research 22 Adani Murmugao Port Terminal Pvt. Ltd.4 Adani Foundation 23 Adani Transmission Ltd. 5 Adani Power Ltd. 24 Adani Transmission (India) Ltd. 6 Adani Ports and Special Economic Zone Ltd. 25 Adani Petroleum Terminal Pvt. Ltd.7 Adani Power Maharashtra Ltd. 26 Adani Infra (India) Ltd.8 Adani Power Rajasthan Ltd. 27 Raipur – Rajnandgaon – Warora Transmission Ltd.9 Udupi Power Corporation Ltd. 28 Chhattisgarh – WR Transmission Ltd.10 Adani Hospitals Mundra Pvt. Ltd. 29 Sipat Transmission Ltd.11 Karnavati Aviation Pvt. Ltd. 30 Adani Power (Jharkhand) Ltd.12 MPSEZ Utilities Pvt. Ltd. 31 North Karanpura Transco Ltd.13 Adani Logistics Ltd. 32 Adani M2K Project LLP14 Mundra International Airport Pvt. Ltd. 33 Adani Infrastructure and Developers Pvt. Ltd.15 Adani Hazira Port Pvt. Ltd. 34 Adani Mundra SEZ Infrastructure Pvt. Ltd.16 Adani Petronet (Dahej) Port Pvt. Ltd. 35 Sarguja Rail Corridor Pvt. Ltd.17 Adani Kandla Bulk Terminal Pvt. Ltd. 36 Adani Vizag Coal Terminal Pvt. Ltd.18 Adani Township and Real Estate Company Pvt. Ltd. 37 Adani Textile Industries19 Maharashtra Eastern Grid Power Transmission

Company Ltd.

(G) Relatives of Key Management Personnel with whom transactions done during the year :

Mr. Vinod S. Adani

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

231

Adani Enterprises Limited 25th Annual Report 2016-17

(ii) Nature and Volume of Transaction with Related Parties (Transactions below H50,000/- denoted as *)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

1 Sale of Goods Adani Petronet (Dahej) Port Pvt. Ltd. 0.20 0.17 Adani Power Ltd. 6,060.40 3,726.37 Adani Power Maharashtra Ltd. 184.91 1,013.04 Adani Power Rajasthan Ltd. 1,226.04 1,314.00 Adani Wilmar Ltd. 282.28 7.16 Adani Ports and Special Economic Zone Ltd. 34.31 0.35 MPSEZ Utilities Pvt. Ltd. 6.24 4.69 Chhattisgarh – WR Transmission Ltd. - 31.52 Sipat Transmission Ltd. - 14.73 Raipur – Rajnandgaon – Warora Transmission Ltd. - 37.86 Udupi Power Corporation Ltd. 1,431.01 1,243.40 Vishakha Industries Pvt. Ltd. 0.16 - IndianOil – Adani Gas Pvt. Ltd. 1.46 -

2 Purchase of Goods Adani Power Ltd. 1,158.36 2,069.42 Adani Infra (India) Ltd. 61.30 769.10 Adani Transmission (India) Ltd. 0.01 0.57 Adani Ports and Special Economic Zone Ltd. 0.08 - Adani Power Rajasthan Ltd. 13.88 2.36 Adani Power Maharashtra Ltd. 0.59 51.00 Adani Hospitals Mundra Pvt. Ltd. 0.01 - MPSEZ Utilities Pvt. Ltd. 1.96 - Adani Wilmar Ltd. - 0.08

3 Rendering of Services(incl. reimbursement of expenses)

Adani Hazira Port Pvt. Ltd. 3.89 1.92 Adani Infra (India) Ltd. - 1.09 Adani Institute for Education and Research 0.86 0.89 Adani Education and Research Foundation - 0.06 Adani Kandla Bulk Terminal Pvt. Ltd. 0.53 0.05 Adani Logistics Ltd. 1.76 0.53 Adani Murmugao Port Terminal Pvt. Ltd. 0.29 0.16 Adani Petronet (Dahej) Port Pvt. Ltd. 1.91 1.58 Adani Ports and Special Economic Zone Ltd. 31.72 14.38 Adani Power Ltd. 137.23 71.47 Adani Power Maharashtra Ltd. 17.68 5.34 Adani Power Rajasthan Ltd. 9.38 2.57 Adani Textile Industries 0.02 0.01 Adani Transmission (India) Ltd. 2.73 1.30 Adani Transmission Ltd. - 0.14 Adani Vizag Coal Terminal Pvt. Ltd. - 0.13 The Dhamra Port Company Ltd. 3.24 1.84 Karnavati Aviation Pvt. Ltd. 0.32 0.11

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

232

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Maharashtra Eastern Grid Power Transmission Company Ltd.

8.40 0.90

MPSEZ Utilities Pvt. Ltd. 0.63 0.17 Udupi Power Corporation Ltd. 5.67 0.60 Adani Wilmar Ltd. 15.96 9.75 Adani Petroleum Terminal Pvt. Ltd. 1.05 - IndianOil – Adani Gas Pvt. Ltd. 6.40 - Adani Township and Real Estate Company Pvt. Ltd. 4.15 - Sarguja Rail Corridor Pvt. Ltd. 0.31 -

4 Services Availed (incl. reimbursement of expenses)

Adani Hazira Port Pvt. Ltd. 78.18 50.35 Adani Logistics Ltd. # 54.14 82.94 Adani Murmugao Port Terminal Pvt. Ltd. 9.33 - Adani Petronet (Dahej) Port Pvt. Ltd. # 50.93 102.65 Adani Ports and Special Economic Zone Ltd. # 30.62 67.58 Adani Properties Pvt. Ltd. 0.08 0.08 Adani Power Rajasthan Ltd. - 0.15 Adani Power Ltd. 2.16 - Adani Hospitals Mundra Pvt. Ltd. 0.41 - Adani Infra (India) Ltd. 123.56 86.86 MPSEZ Utilities Pvt. Ltd. 9.87 * The Dhamra Port Company Ltd. 93.64 100.61 Karnavati Aviation Pvt. Ltd. - * Mundra International Airport Pvt. Ltd. 0.46 0.40 Shantilal Budhermal Adani Family Trust - * Udupi Power Corporation Ltd. 0.60 - Adani Warehousing Services Pvt. Ltd. 0.09 - Adani Infrastructure and Developers Pvt. Ltd. 0.40 - Adani Township and Real Estate Company Pvt. Ltd. 0.71 19.28 Adani Wilmar Ltd. 0.69 0.66

5 Interest Income Adani Infra (India) Ltd. 20.73 5.48 Adani Transmission Ltd. 8.60 50.76 Adani Power Ltd. 394.70 444.55 Udupi Power Corporation Ltd. - 0.10 Vishakha Industries Pvt. Ltd. 0.58 - Adani Elbit Advanced Systems India Ltd. 0.01 -CSPGCL AEL Parsa Collieries Ltd. 0.17 0.14Adani Renewable Energy Park Rajasthan Ltd. 1.27 - Adani Infrastructure and Developers Pvt. Ltd. 9.68 4.73 Sarguja Rail Corridor Pvt. Ltd. 1.36 20.75

6 Interest Expense Adani Ports and Special Economic Zone Ltd. 187.39 149.40 Adani Properties Pvt. Ltd. 60.30 19.61 Adani Infra (India) Ltd. 11.48 0.05 Adani Renewable Energy Park Rajasthan Ltd. 0.40 - Adani Hazira Port Pvt. Ltd. 2.94 -

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

233

Adani Enterprises Limited 25th Annual Report 2016-17

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Adani Petronet (Dahej) Port Pvt. Ltd. 2.94 - Adani Kandla Bulk Terminal Pvt. Ltd. 2.94 - The Dhamra Port Company Ltd. 2.94 - Adani Logistics Ltd. 5.22 -

7 Dividend Income Adani Ports & Special Economic Zone Ltd. - 170.76 8 Rent Income Adani Wilmar Ltd. 0.60 0.60

Chhattisgarh – WR Transmission Ltd. 0.03 0.02 Sipat Transmission Ltd. 0.03 0.02 Raipur – Rajnandgaon – Warora Transmission Ltd. 0.03 0.02 Adani Institute for Education and Research 0.45 - Adani Power Ltd. - 0.05 Adani M2K Project LLP 0.34 0.34

# Services availed from Adani Ports & Special Economic Zone Ltd., Adani Petronet (Dahej) Port Pvt. Ltd. and Adani Logistics Ltd. does not include pass through transactions.

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

9 Rent Expense Adani Petronet (Dahej) Port Pvt. Ltd. 0.01 0.01 Adani Ports and Special Economic Zone Ltd. 139.63 26.52 Adani Properties Pvt. Ltd. 1.47 1.47 Adani Wilmar Ltd. 0.09 0.09 The Dhamra Port Company Ltd. 0.04 0.15 Adani Infrastructure and Developers Pvt. Ltd. 0.72 0.82 Mr. Rajesh S. Adani - 0.02 Mr. Vinod S. Adani - 0.02

10 Donation Adani Foundation - 2.04 11 Reimbursement

Received for Corporate House Capex Expense

Adani Ports and Special Economic Zone Ltd. 265.00 -

12 Discount Received on Prompt Payment of Bills

Adani Power Ltd. 7.90 23.19

13 Land Lease Premium Paid

Adani Ports & Special Economic Zone Ltd. - 414.40

14 Proceeds from Issue of Shares by subsidiaries to Non Controlling Interests

Adani Ports & Special Economic Zone Ltd. - 80.83

Adani Properties Pvt. Ltd. 545.81 -

15 Remuneration # Mr. Gautam S. Adani 1.95 1.87 Mr. Rajesh S. Adani 4.23 4.08 Mr. Pranav V. Adani 2.96 1.96 Mr. Ameet Desai 10.75 8.41 Mr. Jatinkumar Jalundhwala 1.45 1.21

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

234

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

16 Commission to Non-Executive Directors

Mr. S K Tuteja 0.02 0.10 Mr. Hemant Nerurkar 0.14 0.05 Mr. Berjis Desai 0.17 0.10 Mr. Venkataraman Subramanian 0.08 - Ms. Vijaylaxmi Joshi 0.04 - Ms. Dharmishta N Rawal - 0.10 Dr. Ravindra H. Dholakia - 0.14

17 Sale of Assets Adani Transmission Ltd. - 0.03 Udupi Power Corporation Ltd. 0.06 0.04 Adani Power Ltd. * 0.09 Adani Petronet (Dahej) Port Pvt. Ltd. * - Maharashtra Eastern Grid Power Transmission Company Ltd.

* -

Chhattisgarh – WR Transmission Ltd. 0.01 - Raipur – Rajnandgaon – Warora Transmission Ltd. 0.01 - Adani Power (Jharkhand) Ltd. 0.02 - Sipat Transmission Ltd. * -

# It does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of actuarial valuation for the Group as a whole and hence individual figures cannot be identified.

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

18 Directors Sitting Fees Mr. Hemant Nerurkar 0.03 0.03 Ms. Dharmishta N Rawal * 0.04 Mr. Anil Ahuja 0.02 0.03 Dr. Ravindra H. Dholakia 0.01 0.03 Mr. Berjis Desai 0.01 * Mr. Venkataraman Subramanian 0.01 - Ms. Vijaylaxmi Joshi * - Mr. S K Tuteja - 0.03

19 Purchase of Assets Adani Power Maharashtra Ltd. - 5.76 Vishakha Industries Pvt. Ltd. 86.54 -

20 Borrowings (Loan Taken) Addition

Adani Ports and Special Economic Zone Ltd. 883.49 503.09 Adani Properties Pvt. Ltd. 1,239.88 910.54 Adani Infra (India) Ltd. 1,050.65 20.05 Adani Logistics Ltd. 340.00 - Adani Renewable Energy Park Rajasthan Ltd. 78.96 -

21 Borrowings (Loan Repaid) Reduction

Adani Ports and Special Economic Zone Ltd. 2,238.86 212.59 Adani Properties Pvt. Ltd. 938.63 207.38 Adani Infra (India) Ltd. 1,054.70 16.00 Adani Logistics Ltd. 340.00 - Adani Renewable Energy Park Rajasthan Ltd. 259.22 -

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

235

Adani Enterprises Limited 25th Annual Report 2016-17

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

22 Loans Given Adani Infra (India) Ltd. 2,421.70 163.39 Adani Power Ltd. 1,171.17 6,831.36 Adani Mundra SEZ Infrastructure Pvt. Ltd. 45.86 - Adani Renewable Energy Park Rajasthan Ltd. 78.30 - Adani Elbit Advanced Systems India Ltd. 0.50 -CSPGCL AEL Parsa Collieries Ltd. 0.38 0.33Adani Infrastructure and Developers Pvt. Ltd. 102.71 66.04 Sarguja Rail Corridor Pvt. Ltd. 45.27 19.46

23 Loans Received Back Adani Transmission Ltd. 235.40 847.16 Adani Infra (India) Ltd. 1,629.24 136.75 Adani Power Ltd. 4,220.65 6,665.71 Adani Renewable Energy Park Rajasthan Ltd. 84.31 - Adani Infrastructure and Developers Pvt. Ltd. 30.00 42.75 Sarguja Rail Corridor Pvt. Ltd. 187.24 -

24 Purchase or Subscription of Investments

Adani Kandla Bulk Terminal Pvt. Ltd. - 26.00 Adani Renewable Energy Park Rajasthan Ltd. 40.26 - Adani Elbit Advanced Systems India Ltd. 0.01 -Adani Properties Pvt. Ltd. 0.07 -

25 Sale or Redemption of Investments

Adani Ports and Special Economic Zone Ltd. 61.34 - Adani Properties Pvt. Ltd. - 45.30 Mr. Rajesh S. Adani * - The Dhamra Port Company Ltd. - 0.05

26 Advances/Deposit Received

Adani Ports & Special Economic Zone Ltd. - 852.00

27 Transfer-out of Employee Liabilities

Adani Infra (India) Ltd. - 0.32 Adani Power Ltd. 0.31 - Adani Transmission Ltd. 0.03 0.01 Adani Transmission (India) Ltd. 0.03 - Adani Ports and Special Economic Zone Ltd. 0.03 - Adani Wilmar Ltd. 0.18 1.07 Adani Township and Real Estate Company Pvt. Ltd. 0.03 - Sarguja Rail Corridor Pvt. Ltd. 0.06 -

28 Transfer-in of Employee Liabilities

Adani Ports and Special Economic Zone Ltd. 0.11 - Adani Power Ltd. 0.10 - Adani Wilmar Ltd. 0.07 - Sarguja Rail Corridor Pvt. Ltd. - *

29 Transfer-out of Employee Loans and Advances

Adani Infra (India) Ltd. 1.67 0.05 Adani Ports and Special Economic Zone Ltd. 0.06 * Adani Power Ltd. 1.49 0.04 Adani Power Maharashtra Ltd. 0.43 0.01 Adani Power Rajasthan Ltd. 0.53 0.02 Adani Transmission Ltd. 0.06 *

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

236

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party For the year ended 31st March, 2017

For the year ended 31st March, 2016

Udupi Power Corporation Ltd. 0.10 - Adani Renewable Energy Park Rajasthan Ltd. 0.02 - Maharashtra Eastern Grid Power Transmission Company Ltd.

0.20 -

Adani Wilmar Ltd. 0.06 - Adani Township and Real Estate Company Pvt. Ltd. 0.10 - Adani Vizag Coal Terminal Pvt. Ltd. 0.01 -

30 Transfer-in of Employee Loans and Advances

Adani Ports and Special Economic Zone Ltd. 0.11 0.03 Adani Power Rajasthan Ltd. 0.04 - Adani Power Maharashtra Ltd. 0.04 0.01 Adani Infra (India) Ltd. 0.39 * Adani Power Ltd. 0.11 0.02 Udupi Power Corporation Ltd. 0.03 - Adani Renewable Energy Park Rajasthan Ltd. 0.05 -

CLOSING BALANCES WITH RELATED PARTIES(H in Crores)

Sr. No.

Nature of Transaction Name of Related Party As At 31st March, 2017

As At 31st March, 2016

31 Other Current Assets Adani Infra (India) Ltd. 8.46 * Adani Institute for Education and Research 0.03 - Adani Vizag Coal Terminal Pvt. Ltd. 0.01 - Adani Power Ltd. 861.02 683.06 Adani Power Maharashtra Ltd. 0.41 1.29 Adani Power Rajasthan Ltd. 0.80 0.01 Adani Ports and Special Economic Zone Ltd. 0.04 - Adani Transmission Ltd. 0.06 - Maharashtra Eastern Grid Power Transmission Company Ltd.

0.20 -

Udupi Power Corporation Ltd. 0.08 - Adani Renewable Energy Park Rajasthan Ltd. 0.02 - Adani Wilmar Ltd. 0.02 -

32 Other Non Current Assets

Adani Infra (India) Ltd. 75.75 - Adani Logistics Ltd. 4.84 - Adani Ports and Special Economic Zone Ltd. 3.21 3.21

33 Other Current Liabilities

Adani Hazira Port Pvt. Ltd. 28.17 - Adani Kandla Bulk Terminal Pvt. Ltd. 28.00 - Adani Logistics Ltd. 0.43 0.26 Adani Petronet (Dahej) Port Pvt. Ltd. 28.00 - Adani Power Ltd. 0.75 - Adani Ports and Special Economic Zone Ltd. 354.03 1,121.16 Chhattisgarh – WR Transmission Ltd. * - The Dhamra Port Company Ltd. 28.15 - Maharashtra Eastern Grid Power Transmission Company Ltd.

0.30 -

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

237

Adani Enterprises Limited 25th Annual Report 2016-17

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As At 31st March, 2017

As At 31st March, 2016

Sipat Transmission Ltd. * - Adani Wilmar Ltd. 10.79 - Adani Properties Pvt. Ltd. * - Adani Hospitals Mundra Pvt. Ltd. 0.15 - Adani Warehousing Services Pvt. Ltd. 0.09 - North Karanpura Transco Ltd. 0.01 -

34 Other Current Financial Assets

Adani Power Ltd. * - Adani Ports and Special Economic Zone Ltd. 4.83 6.54 MPSEZ Utilities Pvt. Ltd. 1.08 - Adani Properties Pvt. Ltd. 1.30 76.30 Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01 Adani Power Maharashtra Ltd. 11.96 - Adani Wilmar Ltd. - 0.09

35 Trade Receivables Adani Hazira Port Pvt. Ltd. - 0.24 Adani Infra (India) Ltd. 2.26 0.89 Adani Institute for Education and Research 2.02 0.72 Adani Kandla Bulk Terminal Pvt. Ltd. 0.19 0.01 Adani Logistics Ltd. 5.84 - Adani Vizag Coal Terminal Pvt. Ltd. - 0.03 Adani Petronet (Dahej) Port Pvt. Ltd. 1.43 0.14 Adani Power Ltd. 2,923.88 1,107.31 Adani Power Maharashtra Ltd. 399.20 856.55 Adani Power Rajasthan Ltd. 1,093.93 847.43 Adani Ports and Special Economic Zone Ltd. 25.80 - Adani Transmission (India) Ltd. 0.36 0.68 Adani Transmission Ltd. - 0.01 Chhattisgarh – WR Transmission Ltd. - 31.93 The Dhamra Port Company Ltd. 1.79 0.19 Karnavati Aviation Pvt. Ltd. 0.09 0.03 Maharashtra Eastern Grid Power Transmission Company Ltd.

- 0.51

MPSEZ Utilities Pvt. Ltd. 0.57 0.02 Sipat Transmission Ltd. - 14.93 Raipur – Rajnandgaon – Warora Transmission Ltd. - 38.34 Udupi Power Corporation Ltd. 701.56 213.98 Adani Wilmar Ltd. 0.48 2.86 IndianOil – Adani Gas Pvt. Ltd. 0.52 - Adani Township and Real Estate Company Pvt. Ltd. 4.74 *Adani Petroleum Terminal Pvt. Ltd. 1.21 - Adani M2K Project LLP * 0.03 CSPGCL AEL Parsa Collieries Ltd. 3.44 3.44Adani Infrastructure and Developers Pvt. Ltd. 0.01 0.01 Sarguja Rail Corridor Pvt. Ltd. 0.32 -

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

238

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As At 31st March, 2017

As At 31st March, 2016

36 Trade Payables (including provisions)

Adani Hazira Port Pvt. Ltd. 35.42 41.35 Adani Infra (India) Ltd. 3.67 433.04 Adani Logistics Ltd. 31.83 54.35 Adani Petronet (Dahej) Port Pvt. Ltd. 20.92 31.67 Adani Power Ltd. 70.97 86.12 Adani Power Maharashtra Ltd. 11.47 57.08 Adani Power Rajasthan Ltd. - 2.50 Adani Ports and Special Economic Zone Ltd. 76.50 174.16 Adani Transmission (India) Ltd. 0.03 - Adani Transmission Ltd. 0.03 0.01 The Dhamra Port Company Ltd. 35.55 57.47 Udupi Power Corporation Ltd. 0.94 0.13 Adani Renewable Energy Park Rajasthan Ltd. 0.05 - Adani Wilmar Ltd. 0.32 0.20 Mundra International Airport Pvt. Ltd. 0.39 0.42 Adani Hospitals Mundra Pvt. Ltd. 0.11 - Mr. Rajesh S. Adani 1.00 1.00 Mr. Pranav V. Adani 0.50 - Adani Infrastructure and Developers Pvt. Ltd. 0.84 0.19Adani Power (Jharkhand) Ltd. 0.13 - Adani Township and Real Estate Company Pvt. Ltd. 0.73 - Sarguja Rail Corridor Pvt. Ltd. 0.20 -

37 Non-Current Loans Adani Infra (India) Ltd. 55.60 - Adani Infrastructure and Developers Pvt. Ltd. 107.87 4.49

38 Current Loans Adani Infra (India) Ltd. 763.51 26.64 Adani Power Ltd. 1,457.08 4,506.56 Adani Transmission Ltd. - 235.40 Vishakha Industries Pvt. Ltd. 6.10 - Adani Elbit Advanced Systems India Ltd. 0.50 -CSPGCL AEL Parsa Collieries Ltd. 1.76 1.38Adani Mundra SEZ Infrastructure Pvt. Ltd. 41.16 - Adani Renewable Energy Park Rajasthan Ltd. 1.53 - Adani Infrastructure and Developers Pvt. Ltd. 4.99 35.65 Sarguja Rail Corridor Pvt. Ltd. 43.27 185.24

39 Short Term Borrowings

Adani Infra (India) Ltd. - 4.05 Adani Ports and Special Economic Zone Ltd. - 1,355.37 Adani Renewable Energy Park Rajasthan Ltd. 8.96 -

40 Long Term Borrowings Adani Properties Pvt. Ltd. 1,004.41 703.16

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

239

Adani Enterprises Limited 25th Annual Report 2016-17

(H in Crores)Sr. No.

Nature of Transaction Name of Related Party As At 31st March, 2017

As At 31st March, 2016

41 Other Current Financial Liabilities

Adani Infra (India) Ltd. 0.08 * Adani Power Ltd. 0.06 - Adani Ports and Special Economic Zone Ltd. 10.32 15.74 Udupi Power Corporation Ltd. 0.01 - Mr. Vinod S. Adani - 0.43

42 Guarantee & Collateral Securities

Adani Power Ltd. - 287.95 Adani Power Rajasthan Ltd. 1,195.79 1,204.90 Adani Wilmar Ltd. 93.70 -

Note : Transactions with Related Parties are shown net of taxes.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)

41 SEGMENT REPORTING

(i) Primary Segment Segments have been identified in line with Indian Accounting Standard-108 “Operating Segments”, taking into account

the organisation structure as well as different risk and returns of these segments.

(ii) Secondary Segment Two Secondary Segments have been identified based on the geographical locations of customers : within India and

outside India.

Primary Segment Information : (H in crore)Particulars Trading Mining City Gas

DistributionRenewable

EnergyOthers Inter

Segment Elimination

Total

REVENUESales and Operating Earning (External)

41,859.86 2,111.66 1,162.44 497.04 3,327.28 11,644.58 37,313.7035,699.63 1,585.92 1,205.22 17.55 2,871.64 7,371.58 34,008.38

RESULTProfit before Finance Costs, Tax & Other Income

888.07 544.13 191.87 33.27 77.26 - 1,734.60907.77 170.33 207.47 9.18 (4.26) - 1,290.49

Other Income 742.741,122.28

Finance Costs 1,572.741,356.99

Net Profit before Tax 904.601,055.78

Tax Expenses 96.8877.94

Share of Profit / (Loss) of Associates

117.5321.99

Net Profit Attributable to Shareholders

925.25999.83

240

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

41 SEGMENT REPORTING (contd.)

Other Information (H in crore)Particulars Trading Mining City Gas

DistributionRenewable

EnergyOthers Unallocable Total

Segment Assets 13,594.52 10,311.89 1,064.34 5,987.57 8,485.38 8245.71 47689.41 11,072.28 10,585.68 1,057.28 4,254.85 5,641.07 9144.93 41756.09

Segment Liabilities 8,885.96 229.14 307.70 234.74 2,403.96 20,929.69 32,991.19 5,439.57 1,233.74 290.62 630.09 1,453.83 19,245.40 28,293.25

Investment in Equity Accounted Associates & Joint Ventures (included above in segment assets)

- - - - - 943.54 943.54 - - - - - 734.95 734.95

Capital Expenditure incurred during the year

107.85 50.83 58.30 1,610.90 1,812.36 - 3,640.24 72.13 776.57 23.99 4,087.99 842.58 - 5,803.26

Secondary Segment Information: (H in crore)Particulars For the Entities Total

Within India

Outside India

Operating Revenue 10,724.83 26,588.87 37,313.70 10,346.42 23,661.96 34,008.38

42 The Consolidated results for the year ended 31st March, 2017 are not comparable with that of the previous year, due to following:

a. Investment in Subsidiaries, Step-down Subsidiaries and Joint Ventures :

Sr. No.

Name of the Subsidiary / Joint Venture With effect from

1 Adani North America Inc. 05.01.20162 Adani-Elbit Advanced Systems India Ltd 07.11.20163 Urja Maritime Inc. 02.12.20164 Adani Solar USA LLC 02.12.20165 Adani Cementation Ltd 06.12.20166 Adani Agri Logistics (Kannauj) Ltd 10.01.20177 Adani Agri Logistics (Panipat) Ltd 11.01.20178 Adani Agri Logistics (Moga) Limited 18.01.20179 Adani Agri Logistics (Barnala) Ltd 18.01.201710 Adani Agri Logistics (Raman) Ltd 18.01.201711 Adani Agri Logistics (Nakodar) Ltd 19.01.201712 Adani Agri Logistics (Mansa) Ltd 19.01.201713 Adani Agri Logistics (Bathinda) Ltd 20.01.201714 Adani Tradecom LLP 14.03.201715 Adani Tradex LLP 14.03.201716 Adani Infrastructure Pvt Ltd 21.03.201717 Adani Commodities LLP 22.03.201718 Adani Tradewing LLP 22.03.201719 Adani Green Energy Pte Ltd 09.03.2017

241

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

b. Divestment / Liquidation of Step-down Subsidiary and Associates :

Sr. No.

Name of the Subsidiary / Associate With effect from

1 PT Mundra Coal 06.10.20162 Adani Kandla Bulk Terminal Pvt Ltd. 31.03.20173 Adani Murmugao Port Terminal Pvt. Ltd. 31.03.2017

43 The Group has determined the recoverable amounts of its Cash Generating Units (CGU) under Indian Accounting Standard (Ind AS) 36, Impairment of Assets on the basis of their value in use by estimating the future cash inflows over the estimated useful life of the respective CGU. Further, the cash flow projections are based on estimates and assumptions relating to contracted market rates, operational performance of the CGU, market prices of inputs, exchange variations, inflation, terminal value etc. which are considered reasonable by the Management.

On a careful evaluation of the aforesaid factors, the Management of the Group has concluded that the recoverable amounts of the CGU are higher than their carrying amounts as at 31st March, 2017 in most of the cases. However, if this estimates and assumption change in future, there could be corresponding impact on the recoverable amounts of the CGU. The Group has provided for impairment loss in case where recoverable amounts are less than the carrying values.

44 An appeal had been filed before National Green Tribunal (NGT), New Delhi against Grant of Forest Clearance to RVUNL in respect of Parsa East and Kente Basin (PEKB) Coal Block. NGT has passed its order vide which it has passed direction for setting aside of Forest Clearance, remanding back the case to MoEF and directed stoppage of work at PEKB mine site, where the Company is working as Mine Development Operator.

Against the order of NGT, RVUNL has filed appeal before Supreme Court of India which has passed the direction as “We stay the direction in the impugned order that all works commenced by the appellant pursuant to the order dated 28th March, 2012 passed by the state of Chhattisgarh under Section 2 of the Forest Conservation Act, 1980 shall stand suspended till further orders are passed by the Ministry of Environment and Forests”.

Appeal filed by RVUNL before Supreme Court of India is pending for adjudication.

45 On 31st October 2016, one of the subsidiary company, Adani Mining Pty Ltd entered into a Deed of Novation (Deed) with Adani Abbot Point Terminal Pty Ltd (AAPT) and Queensland Coal Pty Ltd (QCPL), whereby QCPL agreed to assign its port capacity under a user agreement with AAPT to the subsidiary company for a consideration of H684.17 Crores (AUD 138.0 million) (plus GST). The consideration is receivable by the subsidiary company from QCPL in three instalments. As at the balance sheet date, the third and final instalment of H228.06 Crores (AUD 46.0 million) is yet to be received and has been included in Current Financial Assets. Total consideration received / receivable from QCPL in exchange for the subsidiary company assuming QCPL's obligation to AAPT under its user agreement has been recorded as Non-Current Financial Liabilities.

In a separate arrangement with AAPT, the subsidiary company agreed to make a payment of H684.17 Crores (AUD 138.0 million) as a security deposit towards the performance of its obligation under the user agreement. The security deposit is payable in three instalments. As at the balance sheet date, the subsidiary company has paid H456.12 Crores (AUD 92.0 million) as security deposit to AAPT.

242

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

46 CONTINGENT LIABILITIES AND COMMITMENTS

(A) Contingent liabilities not provided for :

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016a) Claims against the Group not acknowledged as debts 227.25 233.34b) In respect of :

Income Tax (Interest thereon not ascertainable at present) 159.88 151.79 Service Tax 66.15 60.22 VAT / Sales Tax 419.50 446.87 Custom Duty 938.05 940.56 Excise Duty / Duty Drawback 20.84 20.35 FERA / FEMA 4.26 8.26

c) Corporate Guarantee given on behalf of Associates & Joint Ventures 3,760.87 4,061.93 d) In respect of Bank Guarantees given 11.99 10.35 e) Bills of Exchange Discounted 136.21 81.70 f) Letter of Credits 1,461.35 889.79 g) Liabilities towards the case pending with CCI H25.67 Crores (31st March, 2015: H25.67 Crores)h) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged

as claims, based on internal evaluation of the management.i) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4)

of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.

j) Show cause notices issued under The Custom Act,1962, wherein the Group has been asked to show cause why, penalty should not been imposed under Section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.

k) Show cause notices issued under Income Tax Act,1961, wherein the Group has been asked to show cause why, penalty should not been imposed under Section 271(1)(c) in which liability is unascertainable.

l) Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.

m) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the Group for which the Group has received demand show cause notices amounting to H805.22 Crores (31st March, 2016 : H805.22 Crores) from custom departments at various locations and the Group has deposited H378.63 Crores (31st March, 2016 : H378.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Group being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b) (Custom duty).

n) One of the subsidiary companies, Adani Energy Ltd. and ASEAN LNG Trading Company (“ASEAN LNG”) entered into a master LNG sale and purchase agreement on August 2, 2006 for sale and purchase of liquefied natural gas. It was further agreed to sign “delivery notices” before the dispatch of the cargoes. As the receiving terminal was not available to the subsidiary company, the delivery notice was not signed which rendered the contract inconclusive and ineffective.

Towards this, ASEAN LNG initiated Arbitration Proceedings at London Court of International Arbitration, London (“LCIA”) against the subsidiary company claiming losses for an approximate amount of H648.50 Crores (USD 100.00 million). LCIA gave an interim award requiring the subsidiary company to pay H223.08 Crores (USD 34.4 million) to ASEAN LNG with interest thereon.

The subsidiary company challenged the interim award by filing a civil miscellaneous application, under Section 34 of the Arbitration and Conciliation Act, 1996, before City Civil Court, Ahmedabad. ASEAN LNG filed an application in 2009 under Order 7 Rule 11 read with Section 151 of CPC before City Civil Court, Ahmedabad for rejection of subsidiary company’s appeal. The City Civil Court vide order dated 03.03.2012 dismissed the application filed by ASEAN LNG.

243

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

Against the aforesaid order dated 03.03.2012, ASEAN LNG had filed a Civil Revision Application No.118 of 2012 before the Gujarat High Court which was allowed by Gujarat High Court on 14.06.2013. Against the order dated 14.06.2013 of Gujarat High Court, the subsidiary company had filed SLP in Supreme Court which has been rejected on 29.11.2013.

ASEAN LNG filed execution petition no. 71 of 2014 before City Civil Court Ahmedabad against the subsidiary company. A notice issued by the City Civil Court Ahmedabad has been served upon the subsidiary company on 13.02.2014. The subsidiary company has filled its reply dated 04.08.2014.

Execution Application No.71/2014 was pending for hearing before the Hon’ble City Civil Court. However, ASEAN LNG moved an application for transfer of Execution Application before the Hon’ble Gujarat High Court on 01.02.2017. This application was filed pursuant to coming into force the new legislation. Accordingly, the said execution application No.71/2014 was transferred before the Hon’ble Gujarat High Court.

Before the Hon’ble Gujarat High Court the said matter was listed for the first time on 20.04.2017. However, Hon’ble Court was pleased to issue fresh notice to both the parties to file their appearance on 19.06.2017. Next hearing will be held on 19.06.2017.

(B) Capital and Other Commitments :(H in Crores)

Particulars As at 31st March, 2017

As at 31st March, 2016

Estimated amounts of contracts remaining to be executed and not provided for (Net of Advances)

2,408.40 2,378.56

The above does not include :

i) EPC 1690 Royalty On 10th August 2010, as part of one of the subsidiary company’s (Adani Mining Pty Ltd, AMPTY) acquisition of EPC

1690 (the “burdened tenement”), AMPTY entered into an Overriding Royalty Deed (“the Deed”) with Linc Energy Limited (“Linc”). Inter alia, the Deed requires AMPTY to pay Linc AUD 2.00 per tonne (CPI adjusted) for all tonnes of coal extracted from the burdened tenement, with the exception of the first 400,000 tonnes mined in any one production year. Under the Deed, there is no minimum royalty payable to Linc and the royalty only becomes payable as and when coal is despatched from the burdened tenement. The Royalty is payable for a period of 20 years from the production date. During the year ended 31st March, 2016, the Deed was assigned by Linc to Carmichael Rail Network Pty Ltd as trustee for Carmichael Rail Network Trust.

ii) EPC 1080 Royalty On 29th November 2011, AMPTY entered into a Royalty Deed (‘’the Deed’’) with Mineralogy Pty Ltd (‘’MPL’’) pursuant to

entry of EPC 1080 Eastern Area deed. Inter alia, the Deed requires AMPTY to pay MPL AUD 2 per tonne for all tonnes of coal mined from the eastern area of EPC 1080 (as defined in the Deed). The royalty amount will be reduced by AUD 0.50 per tonne if paid within 14 business day after the end of each quarter.

(C) In one of the subsidiary company Adani Gas Ltd., an amountof H10.29 Crores (31st March, 2016 : H9.99 Crores) is standing as CENVAT credit receivable being the difference between the amount of CENVAT credit availed in the books of account on Input, Capital Goods and Input Services and the credit claimed under statutory returns. Out of this, the subsidiary company has made application to the excise & service tax department for availing this credit of H6.87 Crores in statutory returns. Out of balance credit of H3.42 Crores, service tax credit of H0.80 Crores will be availed in 2017-18 and balance will be availed in statutory returns on consumption of inputs & capital goods.

The Fixed Assets / Expenses of Adani Gas Ltd. is understated to the extent of the CENVAT credit taken and the same will be charged to respective assets / revenue if the claim for CENVAT Credit is not accepted by the department.

46 CONTINGENT LIABILITIES AND COMMITMENTS (contd.)

244

47 Disclosure as required by Ind AS 17 “Leases” as specified in the Companies (Accounting Standard) Rules 2015 (as amended) are given below :

Assets given on operating lease : Refer Note 4(ii) for disclosures.

Assets taken on operating lease :

(a) The Group’s significant leasing arrangements are in respect of godowns / residential / office premises (Including furniture and fittings therein, as applicable). The aggregate lease rental payable is charged to Consolidated Statement of Profit and Loss as Rent in Note 36.

(b) The leasing arrangements, which are cancellable at any time on month to month basis are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

(c) Disclosure in respect of the leasing arrangements, which are non-cancellable, and for a period of 5 years or more are as under :

(H in Crores)Particulars As at

31st March, 2017As at

31st March, 2016Total of future minimum lease payments under non-cancellable operating lease for each of the following periods:

Not later than one year 11.44 10.88 Later than one year and not later than five years 13.17 20.71 Later than five years 2.29 5.55 Lease payment recognised in Consolidated Statement of Profit & Loss 9.45 9.57

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

48 EARNING PER SHAREParticulars For the year ended

31st March, 2017For the year ended 31st March, 2016

Net Profit after Tax available for Equity Shareholders (H In Crores) 987.74 1,010.72 Weighted Average Number of Shares used in computing Earnings Per Share Basic & Diluted 1,09,98,10,083 1,09,98,10,083Earnings Per Share (face value H1/- each) Basic & Diluted (in H) 8.98 9.19

245

Adani Enterprises Limited 25th Annual Report 2016-17

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

49 Pursuant to Ind AS 31 – Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures are as follows :

(a) Jointly Controlled Assets (i) The Group jointly with other parties to the joint venture, have been awarded two onshore oil & gas blocks at Palej

and Assam by Government of India through NELP-VI bidding round, has entered into Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks were incurred by Adani Group, Welspun Group or through its joint venture Adani Welspun Exploration Ltd.

The details of the blocks are stated below:

Jointly Controlled Assets Company’s Participating Interest %

Other Partners Other Partner’s Participating Interest %

CB-ONN-2004/5 Block Palej 55% Welspun Natural Resources Ltd 35%NAFTOGAZ India Pvt. Ltd. 10%

Government of India has issued a notice intimating the termination of the Production Sharing Contracts (PSCs) in respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks - NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in Palej block.

The financial statements of the Group reflect its share of Assets and Liabilities of the jointly controlled assets which are accounted on a line to line basis with similar items in the Group’s accounts to the extent of participating interest of the Company as per the various joint venture agreements, in compliance of Ind AS 31. The summary of the Group’s share in Assets & Liabilities of unincorporated joint ventures are as follow:

(H in Crores)Particulars CB-ONN-2004/5-Palej

As at 31st March, 2017

As at 31st March, 2016

Property, Plant & Equipment 0.08 0.08 Capital Work in Progress 94.64 94.79 Intangible Assets 0.69 0.69 Other Current Assets * * Cash & Cash Equivalents * * Other Non-Current Assets 0.01 0.01

95.43 95.58 Capital Contributions 92.84 92.99 Other Current Liabilities 2.59 2.59

95.43 95.58

(Amounts below H50,000/- denoted as *)

(ii) One of the group company is having a portfolio of four offshore blocks, wherein the Company is operator in two blocks, and in the balance it is acting as a non operator.

Jointly Controlled Assets One of the group company’s Participating Interest %

MB-OSN-2005/2 100%GK-OSN-2009/1 (Operated by ONGC) * 20%GK-OSN-2009/2 (Operated by ONGC) 30%MB/OSDSF/B9/2016 # 100%

* 25% after exit of GSPC from Appraisal Phase, GSPC having the right for subsequent farm in. # New Block awarded to company by Government of India under Discovered Small Field Bid Round 2016.

246

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

(iii) The Group has entered into Joint Venture Agreement in the nature of Production Sharing Contracts (PSC) with the Government of India, Oil & Natural Gas Corporation Ltd (ONGC), Indian Oil Corporation Ltd (IOCL) and Gujarat State Petroleum Corporation Ltd (GSPCL) for two offshore blocks GK-OSN-2009/1 & GK-OSN-2009/2 located in Gulf of Kutchh. The PSC for the blocks were signed on August 5,2010 . The Company holds 20% participating interest in Block GK-OSN-2009/1 (25% for Appraisal Phase after exit of GSPC from Appraisal phase) and 30% participating interest in Block GK-OSN-2009/2.

The group company’s share of the Assets and Liabilities of the Jointly Controlled Assets for the year ended March 31, 2017 are as follows :

(H in Crores)Particulars GK-OSN-2009/1 GK-OSN-2009/2

As at 31st March, 2017

As at 31st March, 2016

As at 31st March, 2017

As at 31st March, 2016

Current Assets 0.07 0.07 0.07 0.11 Current Liabilities (0.04) - (0.04) - Exploratory Work In Progress 65.48 51.36 110.45 89.06

Directorate General of Hydrocarbons has notified hydrocarbon discoveries in respect of both the Kutchh blocks (GK-OSN-2009/1 and GK-OSN-2009/2). In order to assess the full potential of the blocks, the Consortium has decided to move into appraisal phase of the PSC and not to extend further the first exploration period of the first phase.

All the JV related expenditure has been shown under “Capital Work In Progress’’ and in the case of an oil or gas discovery, the same will be allocated / transferred to the producing property.

(iv) The first exploratory phase of Mumbai Block, after considering the extension period as granted by the Directorate General of Hydrocarbons (DGH) was expired on 29th April, 2015. The subsidiary company has already exercised its option for entering into Exploration Phase II vide its letter dated 27th April, 2015. DGH has communicated to the subsidiary company that the same is awaiting approval from MoPNG.

(b) Interest in Other Entities The Group has invested in under mentioned joint venture and associate entities and are consolidated as per equity method

of accounting. These entities are in the nature of closely held entities & are not listed on any public exchange. The following table illustrates the summarised financial information of the Group’s investment in various entities :

Name of Joint Venture / Associate Country of Incorporation

Percentage Ownership31-Mar-17 31-Mar-16 1-Apr-15

Adani Wilmar Ltd (Consolidated) India 50% 50% 50%Adani Wilmar Pte Ltd (Consolidated) Singapore 50% 50% 50%Adani Murmugao Port Terminal Pvt Ltd India - 26% 26%Adani Kandla Bulk Terminal Pvt Ltd India - 26% 26%Indian Oil-Adani Gas Pvt Ltd India 50% 50% 50%CSPGCL AEL Parsa Collieries Ltd India 49% 49% 49%Adani Renewable Energy Park Rajasthan Ltd India 25.50% 25.50% -Adani-Elbit Advance Systems India Ltd India 51% - - Vishakha Industries Pvt Ltd India 50% 50% 50%GSPC LNG Ltd India 31.17% 31.17% 31.17%Adani Green Energy Pte Ltd Singapore 51% - -

247

Adani Enterprises Limited 25th Annual Report 2016-17

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

(H in

Cro

res)

Par

ticu

lars

Ada

ni W

ilmar

Ltd

- C

onso

lidat

edA

dani

Wilm

ar P

te. L

td. -

C

onso

lidat

edIn

dian

Oil-

Ada

ni G

as P

vt L

tdA

dani

Ren

ewab

le E

nerg

y P

ark

Raj

asth

an L

td

31-M

ar-1

731

-Mar

-16

1-A

pr-1

531

-Mar

-17

31-M

ar-1

61-

Apr

-15

31-M

ar-1

731

-Mar

-16

1-A

pr-1

531

-Mar

-17

31-M

ar-1

61-

Apr

-15

Non

Cur

rent

Ass

ets

(A)

2,23

3.8

92,

142.

05

1,9

81.

08

743.

02

112.

96

84

.94

40

0.6

721

1.16

60

.77

80

.27

8.3

6-

Cur

rent

Ass

ets

i). C

ash

& C

ash

Equ

ival

ents

52.1

34

1.78

35.2

912

5.19

93.

328

7.72

21.8

02.

10*

79.5

70

.11

-

ii). O

ther

s5,

139

.18

4,3

11.8

73,

308

.16

77.8

536

1.4

223

7.13

35.7

917

.52

0.9

118

.88

0.5

1-

Tota

l Cur

rent

Ass

ets

(B)

5,19

1.31

4,3

53.6

53,

343.

45

203.

04

454

.74

324

.85

57.5

919

.62

0.9

19

8.4

50

.62

-

Tota

l Ass

ets

(A+

B)

7,4

25.2

06

,49

5.70

5,32

4.5

39

46

.06

567.

704

09

.79

458

.26

230

.78

61.

68

178

.72

8.9

8-

Non

Cur

rent

Lia

bilit

ies

i). F

inan

cial

Lia

bilit

ies

60

9.7

977

7.38

80

5.56

--

-26

5.77

98

.24

-78

.59

--

ii). N

on F

inan

cial

Lia

bilit

ies

141.

86

96

.93

132.

60

--

72.1

70

.28

0.0

2-

15.6

30

.04

-

Tota

l Non

Cur

rent

Lia

bilit

ies

(A)

751.

65

874

.31

938

.16

--

72.1

726

6.0

59

8.2

6-

94

.22

0.0

4-

Cur

rent

Lia

bilit

ies

i). F

inan

cial

Lia

bilit

ies

5,22

8.6

14

,46

3.19

3,29

8.4

68

12.2

235

0.6

619

5.4

533

.77

34.3

939

.63

4.6

78

.96

-

ii). N

on F

inan

cial

Lia

bilit

ies

123.

92

96

.46

77.4

41.

06

114

.57

96

.77

2.27

0.8

10

.30

0.3

00

.09

-

Tota

l Cur

rent

Lia

bilit

ies

(B)

5,35

2.53

4,5

59.6

53,

375.

90

813

.28

46

5.23

292.

2236

.04

35.2

039

.93

4.9

79

.05

-

Tota

l Lia

bilit

ies

(A+

B)

6,1

04

.18

5,4

33.9

64

,314

.06

813

.28

46

5.23

364

.39

302.

09

133.

46

39.9

39

9.1

99

.09

-

Tota

l Equ

ity

(Net

Ass

ets)

1,32

1.0

21,

06

1.74

1,0

10.4

713

2.78

102.

47

45.

40

156

.17

97.

3221

.75

79.5

3(0

.11)

-

(Am

oun

ts b

elow

H50

,00

0/-

den

oted

as

*)

Sum

mar

ised

Fin

anci

al P

osit

ion

of G

roup

's In

vest

men

t in

Joi

nt V

entu

res

& A

ssoc

iate

s

248

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

(H in

Cro

res)

Par

ticu

lars

Ada

ni-E

lbit

Adv

ance

S

yste

ms

Indi

a Lt

dG

SP

C L

NG

Ltd

Ada

ni M

urm

ugao

Por

t Te

rmin

al

Pvt

Ltd

Ada

ni K

andl

a B

ulk

Te

rmin

al P

vt L

td

31-M

ar-1

731

-Mar

-16

1-A

pr-1

531

-Mar

-17

31-M

ar-1

61-

Apr

-15

31-M

ar-1

731

-Mar

-16

1-A

pr-1

531

-Mar

-17

31-M

ar-1

61-

Apr

-15

Non

Cur

rent

Ass

ets

(A)

- -

- 2

,28

2.9

7 1

,676

.48

7

76.9

6

416

.06

4

36.3

2 4

61.

21

99

7.56

1

,038

.07

1,0

70.2

9

Cur

rent

Ass

ets

i). C

ash

& C

ash

Equ

ival

ents

0.0

1 -

-

2

10.2

3 1

58.6

0

150

.10

1

.85

1.9

6

2.0

6

0.6

2 0

.28

0

.10

ii). O

ther

s -

-

-

1

7.79

1

3.73

6

.30

4

2.4

0

35.

55

42.

27

81.

53

78

.73

14

.35

Tota

l Cur

rent

Ass

ets

(B)

0.0

1 -

- 2

28.0

2 1

72.3

3 1

56.4

0

44

.25

37.

51

44

.33

82.

15

79

.01

14

.45

Tota

l Ass

ets

(A+

B)

0.0

1 -

- 2

,510

.99

1

,84

8.8

1 9

33.3

6

46

0.3

1 4

73.8

3 5

05.

54

1,0

79.7

1 1

,117

.08

1

,08

4.7

4

Non

Cur

rent

Lia

bilit

ies

i). F

inan

cial

Lia

bilit

ies

-

-

-

44

9.6

7 9

9.0

3 -

3

91.

12

40

7.38

2

88

.18

1

,10

3.4

6

1,0

63.

14

923

.36

ii). N

on F

inan

cial

Lia

bilit

ies

-

-

-

1.7

5 1

.30

0

.92

4.4

9

4.8

3 5

.16

2

8.1

8

7.3

5 *

Tota

l Non

Cur

rent

Lia

bilit

ies

(A)

- -

- 4

51.4

2 1

00

.33

0.9

2 39

5.6

1 4

12.2

1 2

93.

34

1,1

31.6

4

1,0

70.4

9

923

.36

Cur

rent

Lia

bilit

ies

i). F

inan

cial

Lia

bilit

ies

0.8

5 -

-

1

,64

6.1

2 1

,373

.82

539

.78

2

8.7

5 2

3.4

0

93.

06

7

4.0

4

80

.18

1

43.

90

ii). N

on F

inan

cial

Lia

bilit

ies

* -

-

9

9.5

9

68

.18

8

6.1

9

1.8

7 1

.14

1

.77

5.4

0

6.4

8

3.2

8

Tota

l Cur

rent

Lia

bilit

ies

(B)

0.8

5 -

- 1

,74

5.71

1

,44

2.0

0

625

.97

30

.62

24

.54

9

4.8

3 7

9.4

4

86

.66

1

47.

18

Tota

l Lia

bilit

ies

(A+

B)

0.8

5 -

- 2

,19

7.13

1

,54

2.33

6

26.8

9

426

.23

436

.75

38

8.1

7 1

,211

.08

1

,157

.15

1,0

70.5

4

Tota

l Equ

ity

(Net

Ass

ets)

(0

.84

) -

- 3

13.8

6

30

6.4

8

30

6.4

7 34

.08

37.

08

1

17.3

7 (

131.

37)

(4

0.0

7) 1

4.2

0

(Am

oun

ts b

elow

H50

,00

0/-

den

oted

as

*)

Sum

mar

ised

Fin

anci

al P

osit

ion

of G

roup

's In

vest

men

t in

Joi

nt V

entu

res

& A

ssoc

iate

s (c

ontd

.)

249

Adani Enterprises Limited 25th Annual Report 2016-17

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

(H in

Cro

res)

Par

ticu

lars

Vis

hakh

a In

dust

ries

Pvt

Ltd

CS

PG

CL

AE

L P

arsa

Col

lieri

es L

td

31-M

ar-1

731

-Mar

-16

1-A

pr-1

531

-Mar

-17

31-M

ar-1

61-

Apr

-15

Non

Cur

rent

Ass

ets

(A)

0.2

9

0.3

0

0.3

0

5.3

5 4

.95

4.6

5

Cur

rent

Ass

ets

i). C

ash

& C

ash

Equ

ival

ents

0.0

5 0

.06

0

.93

* 0

.01

0.0

1

ii). O

ther

s 8

.85

13.

00

4

.65

-

-

-

Tota

l Cur

rent

Ass

ets

(B)

8.9

0

13.

06

5

.58

*

0.0

1 0

.01

Tota

l Ass

ets

(A+

B)

9.1

9

13.

36

5.8

8

5.3

5 4

.96

4

.66

Non

Cur

rent

Lia

bilit

ies

i). F

inan

cial

Lia

bilit

ies

-

* -

1

.76

1

.38

1

.06

ii). N

on F

inan

cial

Lia

bilit

ies

-

-

-

-

-

-

Tota

l Non

Cur

rent

Lia

bilit

ies

(A)

- *

- 1

.76

1

.38

1

.06

Cur

rent

Lia

bilit

ies

i). F

inan

cial

Lia

bilit

ies

4.6

2 8

.81

1.5

5 3

.45

3.4

5 3

.46

ii). N

on F

inan

cial

Lia

bilit

ies

0.1

1 0

.13

0.0

7 0

.01

* 0

.01

Tota

l Cur

rent

Lia

bilit

ies

(B)

4.7

3 8

.94

1

.62

3.4

6 3

.45

3.4

7

Tota

l Lia

bilit

ies

(A+

B)

4.7

3 8

.94

1

.62

5.2

2 4

.83

4.5

3

Tota

l Equ

ity

(Net

Ass

ets)

4.4

6

4.4

2 4

.26

0

.13

0.1

3 0

.13

(Am

oun

ts b

elow

H50

,00

0/-

den

oted

as

*)

Sum

mar

ised

Fin

anci

al P

osit

ion

of G

roup

's In

vest

men

t in

Joi

nt V

entu

res

& A

ssoc

iate

s (c

ontd

.)

250

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

(H in

Cro

res)

Par

ticu

lars

Ada

ni W

ilmar

Ltd

- C

onso

lidat

ed

Ada

ni W

ilmar

Pte

Ltd

. C

onso

lidat

ed A

dani

Ren

ewab

le E

nerg

y P

ark

Raj

asth

an L

td

Ada

ni-E

lbit

Adv

ance

S

yste

ms

Indi

a Lt

d In

dian

Oil-

Ada

ni G

as P

vt

Ltd

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

Rev

enu

e 2

3,30

8.9

1 1

7,8

86

.95

1,6

30.4

3 1

,24

1.4

6

-

-

-

-

1.6

4

0.0

2

Inte

rest

Inco

me

76

.44

6

0.3

6

3.1

5 9

.92

-

-

-

-

0.8

6

0.1

8

Dep

reci

atio

n &

Am

orti

sati

on 1

18.8

4

10

3.0

5 1

.49

1

.02

-

-

-

-

2.2

1 0

.09

Fin

ance

Cos

ts 3

27.7

4

314

.18

1

1.4

7 3

.84

-

-

0

.01

-

3.3

1 -

Pro

fit/

(Los

s) B

efor

e Ta

x 3

75.6

3 5

5.10

6

3.4

0

83.

05

(0

.88

) (

0.1

6)

(0

.85)

- (

10.7

1) (

4.8

0)

Pro

visi

on f

or T

ax 1

19.0

3 0

.62

26

.80

2

9.5

4

-

-

-

-

(4

.56

) 0

.03

Pro

fit/

(Los

s) A

fter

Tax

256

.60

5

4.4

8

36.6

0 5

3.51

(

0.8

8)

(0

.16

) (

0.8

5) -

(6

.15)

(4

.83)

Oth

er C

ompr

ehen

sive

Inco

me

2.6

8

(3.

19)

-

-

-

-

-

-

(0

.01)

-

Tota

l Com

preh

ensi

ve In

com

e 2

59.2

8

51.

29

36.6

0 5

3.51

(

0.8

8)

(0

.16

) (

0.8

5) -

(6

.16

) (

4.8

3)

(H in

Cro

res)

Par

ticu

lars

CS

PG

CL

AE

L P

arsa

C

ollie

ries

Ltd

Ada

ni M

urm

ugao

Por

t Te

rmin

al P

vt L

td

Ada

ni K

andl

a B

ulk

Term

inal

Pvt

Ltd

V

isha

kha

Indu

stri

es

Pvt

Ltd

G

SP

C L

NG

Ltd

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

31-M

ar-1

731

-Mar

-16

Rev

enu

e -

-

5

9.0

5 4

8.9

3 9

5.9

8

77.

00

-

-

-

-

Inte

rest

Inco

me

* -

0

.14

0

.17

2.9

7 0

.43

0.9

0

0.7

2 -

-

Dep

reci

atio

n &

Am

orti

sati

on -

-

2

6.8

6

26

.40

5

7.56

5

2.0

1 -

-

-

-

Fin

ance

Cos

ts -

-

1

.00

3

6.8

4

5.1

7 8

5.6

7 0

.82

0.4

8

-

-

Pro

fit/

(Los

s) B

efor

e Ta

x (

0.0

1)*

(7.

85)

(8

0.2

6)

(70

.54

) (

146

.48

) 0

.07

0.2

3 -

-

Pro

visi

on f

or T

ax-

- -

-

2

0.8

1 7

.50

0

.02

0.0

7 -

-

Pro

fit/

(Los

s) A

fter

Tax

(0

.01)

* (

7.8

5) (

80

.26

) (

91.

35)

(15

3.9

8)

0.0

5 0

.16

-

-

Oth

er C

ompr

ehen

sive

Inco

me

-

-

(0

.01)

(0

.02)

--

-

-

-

-

Tota

l Com

preh

ensi

ve In

com

e (

0.0

1)*

(7.

86

) (

80

.28

) (

91.

35)

(15

3.9

8)

0.0

5 0

.16

-

-

(Am

oun

ts b

elow

H50

,00

0/-

den

oted

as

*)

Sum

mar

ised

Pro

fita

bilit

y of

Joi

nt V

entu

res

& A

ssoc

iate

s

251

Adani Enterprises Limited 25th Annual Report 2016-17

50

AD

DIT

ION

AL

INFO

RM

ATIO

N O

F N

ET

AS

SE

TS A

ND

SH

AR

E IN

PR

OFI

T O

R L

OS

S C

ON

TRIB

UTE

D B

Y V

AR

IOU

S E

NTI

TIE

S A

S R

EQ

UIR

ED

UN

DE

R S

CH

ED

ULE

III O

F TH

E C

OM

PAN

IES

AC

T, 2

013

Par

ticu

lars

Net

Ass

ets

i.e. T

otal

Ass

ets

less

To

tal L

iabi

litie

sSh

are

in P

rofi

t &

Los

sSh

are

in O

ther

Com

preh

ensi

ve

Inco

me

Shar

e in

Tot

al

Com

preh

ensi

ve In

com

eA

s %

of

cons

olid

ated

N

et A

sset

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Profi

t or

Los

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Oth

er

Com

preh

ensi

ve

Inco

me

H in

Cro

res

As

% o

f co

nsol

idat

ed

Tota

l Co

mpr

ehen

sive

In

com

e

H in

Cro

res

Ada

ni E

nte

rpri

ses

Ltd

19%

3,7

67.

17

24%

221

.64

0

% (

0.4

6)

31%

221

.18

In

dian

Sub

sidi

arie

sA

dan

i Gas

Ltd

4%

714

.85

11%

10

1.19

0

% 0

.33

14%

10

1.52

A

dan

i En

ergy

Ltd

0%

(1.

78)

0%

0.0

5 0

% -

0

% 0

.05

Ada

ni A

gri F

resh

Ltd

0%

(4

.89

)-4

% (

41.

86

)0

% 0

.01

-6%

(4

1.8

5)A

dan

i Gas

Hol

din

gs L

td0

% (

0.0

4)

0%

(0

.08

)0

% -

0

% (

0.0

8)

Ada

ni S

ynen

ergy

Ltd

0%

(0

.12)

0%

(0

.01)

0%

-

0%

(0

.01)

Ada

ni A

gri L

ogis

tics

Ltd

0%

73.

74

0%

2.0

0

0%

0.0

2 0

% 2

.02

Ada

ni A

gri L

ogis

tics

(M

P)

Ltd

0%

(2.

05)

0%

(1.

68

)0

% -

0

% (

1.6

8)

Ada

ni A

gri L

ogis

tics

(H

arda

) Lt

d0

% (

2.13

)0

% (

0.6

0)

0%

-

0%

(0

.60

)A

dan

i Agr

i Log

isti

cs (

Hos

han

gaba

d) L

td0

% (

2.31

)0

% (

0.8

3)0

% -

0

% (

0.8

3)A

dan

i Agr

i Log

isti

cs (

Sat

na)

Ltd

0%

(2.

71)

0%

(1.

29)

0%

-

0%

(1.

29)

Ada

ni A

gri L

ogis

tics

(U

jjain

) Lt

d0

% 0

.03

0%

(0

.68

)0

% -

0

% (

0.6

8)

Ada

ni A

gri L

ogis

tics

(D

ewas

) Lt

d0

% (

0.7

0)

0%

(1.

09

)0

% -

0

% (

1.0

9)

Ada

ni A

gri L

ogis

tics

(K

atih

ar)

Ltd

0%

1.0

0

0%

-

0%

-

0%

-

Ada

ni A

gri L

ogis

tics

(K

otak

apu

ra)

Ltd

0%

1.0

4

0%

0.0

4

0%

-

0%

0.0

4

Ada

ni A

gri L

ogis

tics

(K

ann

uaj

) Lt

d0

% 0

.97

0%

(0

.03)

0%

-

0%

(0

.03)

Ada

ni A

gri L

ogis

tics

(P

anip

at)

Ltd

0%

0.9

7 0

% (

0.0

3)0

% -

0

% (

0.0

3)A

dan

i Agr

i Log

isti

cs (

Mog

a) L

td0

% 0

.97

0%

(0

.03)

0%

-

0%

(0

.03)

Ada

ni A

gri L

ogis

tics

(M

ansa

) Lt

d0

% 0

.97

0%

(0

.03)

0%

-

0%

(0

.03)

Ada

ni A

gri L

ogis

tics

(B

ath

inda

) Lt

d0

% 0

.97

0%

(0

.03)

0%

-

0%

(0

.03)

Ada

ni A

gri L

ogis

tics

(B

arn

ala)

Ltd

0%

0.9

7 0

% (

0.0

3)0

% -

0

% (

0.0

3)A

dan

i Agr

i Log

isti

cs (

Nak

odar

) Lt

d0

% 0

.97

0%

(0

.03)

0%

-

0%

(0

.03)

Ada

ni A

gri L

ogis

tics

(R

aman

) Lt

d0

% 0

.97

0%

(0

.03)

0%

-

0%

(0

.03)

Ada

ni S

hip

pin

g (I

ndi

a) P

vt L

td0

% (

0.4

1)0

% 0

.03

0%

-

0%

0.0

3 N

atu

ral G

row

ers

Pvt

Ltd

0%

27.

17

-1%

(5.

97)

0%

-

-1%

(5.

97)

Ada

ni G

reen

En

ergy

Ltd

6%

1,2

23.7

5 -5

% (

49

.30

)0

% (

0.0

4)

-7%

(4

9.3

4)

Ada

ni R

esou

rces

Pvt

Ltd

0%

0.2

5 0

% 0

.14

0

% -

0

% 0

.14

S

urg

uja

Pow

er P

vt L

td0

% (

1.25

)0

% (

0.1

3)0

% -

0

% (

0.1

3)A

dan

i Ch

endi

pada

Min

ing

Pvt

Ltd

0%

(0

.01)

0%

-

0%

-

0%

-

Raj

asth

an C

ollie

ries

Ltd

0%

0.2

7 0

% -

0

% -

0

% -

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

252

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

50

AD

DIT

ION

AL

INFO

RM

ATIO

N O

F N

ET

AS

SE

TS A

ND

SH

AR

E IN

PR

OFI

T O

R L

OS

S C

ON

TRIB

UTE

D B

Y V

AR

IOU

S E

NTI

TIE

S A

S R

EQ

UIR

ED

UN

DE

R S

CH

ED

ULE

III O

F TH

E C

OM

PAN

IES

AC

T, 2

013

(co

ntd

.)

Par

ticu

lars

Net

Ass

ets

i.e. T

otal

Ass

ets

less

To

tal L

iabi

litie

sSh

are

in P

rofi

t &

Los

sSh

are

in O

ther

Com

preh

ensi

ve

Inco

me

Shar

e in

Tot

al

Com

preh

ensi

ve In

com

eA

s %

of

cons

olid

ated

N

et A

sset

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Profi

t or

Los

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Oth

er

Com

preh

ensi

ve

Inco

me

H in

Cro

res

As

% o

f co

nsol

idat

ed

Tota

l Co

mpr

ehen

sive

In

com

e

H in

Cro

res

Ada

ni P

ower

Dah

ej L

td3%

557

.44

-4

% (

40

.74

)0

% (

0.0

2)-6

% (

40

.76

)K

utc

hh

Pow

er G

ener

atio

n L

td0

% 6

5.4

8

-2%

(17

.34

)0

% -

-2

% (

17.3

4)

Ada

ni P

ench

Pow

er L

td1%

18

4.4

8

-2%

(17

.28

)0

% (

0.0

4)

-2%

(17

.32)

Mah

agu

j Pow

er L

td0

% (

0.0

2)0

% (

0.0

2)0

% -

0

% (

0.0

2)Jh

ar M

inin

g In

fra

Pvt

Ltd

0%

(0

.16

)0

% (

0.2

0)

0%

-

0%

(0

.20

)M

un

dra

Sol

ar T

ech

nop

ark

Pvt

Ltd

0%

(4

7.24

)-5

% (

51.5

2)0

% (

0.0

1)-7

% (

51.5

3)A

dan

i Bu

nke

rin

g P

vt L

td0

% 8

8.5

2 2%

17.

19

0%

0.0

6

2% 1

7.25

C

hen

dipa

da C

ollie

ries

Pvt

Ltd

0%

0.0

3 0

% -

0

% -

0

% -

P

arsa

Ken

te C

ollie

ries

Ltd

0%

11.

95

1% 6

.16

0

% 0

.01

1% 6

.17

Ada

ni W

elsp

un

Exp

lora

tion

Ltd

0%

18

.74

-1

% (

9.0

5)0

% (

0.0

3)-1

% (

9.0

8)

Ada

ni G

reen

En

ergy

(Ta

miln

adu

) Lt

d5%

920

.73

4%

41.

01

0%

(0

.04

)6

% 4

0.9

7 A

dan

i Ren

ewab

le E

ner

gy P

ark

Ltd

0%

(13

.84

)-1

% (

13.9

9)

0%

(0

.10

)-2

% (

14.0

9)

Ada

ni D

efen

ce S

yste

ms

and

Tech

nolo

gies

Ltd

0%

0.0

2 0

% (

0.0

2)0

% -

0

% (

0.0

2)A

dani

Ren

ewab

le E

nerg

y Pa

rk (G

ujar

at) L

td0

% 0

.02

0%

(0

.02)

0%

-

0%

(0

.02)

Ada

ni G

reen

En

ergy

(M

P)

Ltd

0%

(3.

03)

0%

(3.

07)

0%

-

0%

(3.

07)

Ada

ni G

reen

En

ergy

(U

P)

Ltd

0%

0.0

2 0

% (

0.0

2)0

% -

0

% (

0.0

2)K

amu

thi S

olar

Pow

er L

td2%

34

3.0

7 -3

% (

32.6

6)

0%

-

-5%

(32

.66

)R

amn

ad S

olar

Pow

er L

td0

% 9

2.16

2%

15.

80

0

% -

2%

15.

80

K

amu

thi R

enew

able

En

ergy

Ltd

0%

68

.34

0

% (

4.6

7)0

% -

-1

% (

4.6

7)R

amn

ad R

enew

able

En

ergy

Ltd

1% 1

16.9

2 -1

% (

7.0

2)0

% -

-1

% (

7.0

2)M

un

dra

Sol

ar L

td0

% 0

.04

0

% -

0

% -

0

% -

M

un

dra

Sol

ar P

V L

td1%

29

5.22

-1

% (

4.7

4)

0%

-

-1%

(4

.74

)P

raya

tna

Dev

elop

ers

Pvt

Ltd

1% 1

52.3

7 2%

17.

47

0%

-

2% 1

7.4

7 P

aram

pujy

a S

olar

En

ergy

Pvt

Ltd

2% 3

53.6

5 0

% (

4.0

5)0

% -

-1

% (

4.0

5)R

osep

etal

Sol

ar E

ner

gy P

vt L

td0

% (

0.5

6)

0%

(0

.43)

0%

-

0%

(0

.43)

Ada

ni W

ind

En

ergy

(A

P)

Ltd.

0%

-

0%

(0

.04

)0

% -

0

% (

0.0

4)

Ada

ni W

ind

En

ergy

(Gu

jara

t) P

vt L

td0

% 2

3.8

8

0%

(0

.13)

0%

-

0%

(0

.13)

Kila

j Sol

ar (

Mah

aras

htr

a) P

vt L

td0

% (

0.0

3)0

% (

0.0

4)

0%

-

0%

(0

.04

)A

dan

i Gre

en T

ech

nol

ogy

Ltd

2% 2

99

.99

0

% (

0.0

2)0

% -

0

% (

0.0

2)W

ardh

a S

olar

(M

ahar

ash

tra)

Pvt

Ltd

1% 2

74.5

5 0

% (

2.4

6)

0%

-

0%

(2.

46

)G

aya

Sol

ar (

Bih

ar)

Pvt

Ltd

0%

12.

31

0%

(0

.20

)0

% -

0

% (

0.2

0)

253

Adani Enterprises Limited 25th Annual Report 2016-17

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

50

AD

DIT

ION

AL

INFO

RM

ATIO

N O

F N

ET

AS

SE

TS A

ND

SH

AR

E IN

PR

OFI

T O

R L

OS

S C

ON

TRIB

UTE

D B

Y V

AR

IOU

S E

NTI

TIE

S A

S R

EQ

UIR

ED

UN

DE

R S

CH

ED

ULE

III O

F TH

E C

OM

PAN

IES

AC

T, 2

013

(co

ntd

.)

Par

ticu

lars

Net

Ass

ets

i.e. T

otal

Ass

ets

less

To

tal L

iabi

litie

sSh

are

in P

rofi

t &

Los

sSh

are

in O

ther

Com

preh

ensi

ve

Inco

me

Shar

e in

Tot

al

Com

preh

ensi

ve In

com

eA

s %

of

cons

olid

ated

N

et A

sset

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Profi

t or

Los

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Oth

er

Com

preh

ensi

ve

Inco

me

H in

Cro

res

As

% o

f co

nsol

idat

ed

Tota

l Co

mpr

ehen

sive

In

com

e

H in

Cro

res

Mah

oba

Sol

ar (

UP

) P

vt L

td0

% (

0.0

5)0

% (

0.0

6)

0%

-

0%

(0

.06

)A

dani

Lan

d D

efen

ce S

yste

ms

and

Tech

nolo

gies

Ltd

0%

0.0

4

0%

-

0%

-

0%

-

Ada

ni A

ero

Def

ence

Sys

tem

s an

d Te

chno

logi

es L

td0

% 0

.04

0

% -

0

% -

0

% -

Ada

ni N

aval

Def

ence

Sys

tem

s an

d Te

chno

logi

es L

td0

% 0

.04

0

% -

0

% -

0

% -

Tala

bira

(Odi

sha)

Min

ing

Pvt

Ltd

0%

1.8

6

0%

(0

.10

)0

% -

0

% (

0.1

0)

Ada

ni C

emen

tati

on L

td.

0%

0.0

4

0%

(0

.01)

0%

-

0%

(0

.01)

Ada

ni C

omm

odit

ies

LLP

4%

724

.35

0%

-

0%

-

0%

-

Ada

ni T

rade

com

LLP

0%

0.0

6

0%

-

0%

-

0%

-

Ada

ni T

rade

win

g LL

P0

% 0

.06

0

% -

0

% -

0

% -

A

dan

i Tra

dex

LLP

0%

12.

51

0%

-

0%

-

0%

-

Ada

ni I

nfr

astr

uct

ure

Pvt

Ltd

0%

0.0

5 0

% -

0

% -

0

% -

Fo

reig

n S

ubsi

diar

ies

AW

EL

Glo

bal L

td0

% (

1.4

3)0

% (

0.2

1)0

% 0

.02

0%

(0

.19

)A

dan

i Glo

bal L

td0

% 1

2.39

0

% (

0.0

4)

-3%

6.2

3 1%

6.1

9

Ada

ni G

loba

l FZE

20%

3,9

80

.40

7%

63.

69

37

% (

87.

78)

-3%

(24

.09

)A

dan

i Glo

bal P

te L

td33

% 6

,527

.66

55

% 5

15.9

7 73

% (

170

.09

)4

9%

34

5.8

8

Ada

ni S

hip

pin

g P

te L

td0

% (

88

.13)

-4%

(4

2.0

8)

-1%

3.1

2 -6

% (

38.9

6)

PT

Ada

ni G

loba

l1%

10

2.25

-1

% (

13.5

5)2%

(5.

79)

-3%

(19

.34

)P

T A

dan

i Glo

bal C

oal T

radi

ng

0%

(2.

20)

0%

(0

.02)

0%

0.0

5 0

% 0

.03

Ada

ni M

inin

g P

ty L

td-6

% (

1,14

1.24

)-1

% (

13.4

2)1%

(2.

71)

-2%

(16

.13)

Gal

ilee

Tran

smis

sion

Hol

din

g P

ty L

td0

% -

0

% -

0

% -

0

% -

G

alile

e Tr

ansm

issi

on P

ty L

td0

% (

0.1

7)0

% (

0.0

9)

0%

-

0%

(0

.09

)G

alile

e Tr

ansm

issi

on H

oldi

ngs

Tru

st0

% (

0.0

6)

0%

-

0%

-

0%

-

Ada

ni M

iner

als

Pty

Ltd

0%

5.1

1 0

% 0

.26

0

% (

0.5

0)

0%

(0

.24

)P

T C

oal I

ndo

nes

ia0

% (

8.0

3)0

% (

3.27

)0

% 0

.23

0%

(3.

04

)P

T M

un

dra

Coa

l0

% -

0

% (

0.2

4)

0%

0.0

3 0

% (

0.2

1)P

T S

um

ber

Bar

a0

% 0

.52

0%

(0

.01)

0%

-

0%

(0

.01)

PT

En

ergy

Res

ourc

es0

% 0

.39

0

% 0

.26

0

% (

0.0

1)0

% 0

.25

PT

Gem

ilan

g P

usa

ka P

erti

wi

0%

(0

.01)

0%

(0

.02)

0%

-

0%

(0

.02)

254

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

50

AD

DIT

ION

AL

INFO

RM

ATIO

N O

F N

ET

AS

SE

TS A

ND

SH

AR

E IN

PR

OFI

T O

R L

OS

S C

ON

TRIB

UTE

D B

Y V

AR

IOU

S E

NTI

TIE

S A

S R

EQ

UIR

ED

UN

DE

R S

CH

ED

ULE

III O

F TH

E C

OM

PAN

IES

AC

T, 2

013

(co

ntd

.)

Par

ticu

lars

Net

Ass

ets

i.e. T

otal

Ass

ets

less

To

tal L

iabi

litie

sSh

are

in P

rofi

t &

Los

sSh

are

in O

ther

Com

preh

ensi

ve

Inco

me

Shar

e in

Tot

al

Com

preh

ensi

ve In

com

eA

s %

of

cons

olid

ated

N

et A

sset

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Profi

t or

Los

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Oth

er

Com

preh

ensi

ve

Inco

me

H in

Cro

res

As

% o

f co

nsol

idat

ed

Tota

l Co

mpr

ehen

sive

In

com

e

H in

Cro

res

PT

Has

ta M

un

dra

0%

0.4

0

0%

(0

.01)

0%

(0

.01)

0%

(0

.02)

PT

Su

ar H

arap

an B

angs

a0

% 0

.13

0%

(0

.01)

0%

-

0%

(0

.01)

PT

Tam

ban

g S

ejah

tera

Ber

sam

a0

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.09

0

% (

0.0

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% -

0

% (

0.0

1)P

T N

iaga

An

tar

Ban

gsa

0%

(1.

11)

0%

0.4

8

0%

0.1

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0%

0.6

2 P

T N

iaga

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tas

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0%

1.7

4

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(0

.02)

0%

1.7

2 P

T La

min

do In

ter

Mu

ltik

on0

% (

91.

08

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% (

11.8

6)

-1%

2.7

1 -1

% (

9.1

5)P

T M

itra

Nai

ga M

ulia

0%

0.4

7 9

% 8

0.5

4

0%

(0

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9.8

0

Rah

i Sh

ippi

ng

Pte

Ltd

0%

51.

85

1% 9

.17

1% (

1.21

)1%

7.9

6

Van

shi S

hip

pin

g P

te L

td0

% 6

9.1

5 1%

9.8

7 1%

(1.

60

)1%

8.2

7 A

anya

Mar

itim

e In

c.0

% 6

8.7

7 2%

16

.12

1% (

1.6

6)

2% 1

4.4

6

Aas

hn

a M

arit

ime

Inc.

0%

70

.35

2% 2

0.4

3 1%

(1.

74)

3% 1

8.6

9

Urj

a M

arit

ime

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0%

0.9

2 0

% 0

.86

0

% (

0.0

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% 0

.85

Ada

ni I

nfr

astr

uct

ure

Pty

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0%

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% (

4.8

2)0

% 0

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% (

4.7

4)

Ada

ni N

orth

Am

eric

a In

c.0

% (

14.4

5)-2

% (

15.0

1)0

% 0

.49

-2

% (

14.5

2)A

dan

i Bu

nke

rin

g P

te L

td0

% -

1%

6.3

3 -5

% 1

2.6

6

3% 1

8.9

9

Tota

l - S

ubsi

diar

ies

(A)

19

,89

2.6

3 7

30.1

1 (

248

.42)

48

1.6

9

Less

: Non

Con

trol

ling

Inte

rest

sA

dan

i Wel

spu

n E

xplo

rati

on L

td (

6.5

6)

(3.

16)

(0

.01)

(3.

15)

Par

sa K

ente

Col

lieri

es L

td (

3.11

) 1

.60

*

1.6

0

Raj

asth

an C

ollie

ries

Ltd

(0

.07)

-

-

-

Jhar

Min

ing

Infr

a P

vt L

td 0

.08

(

0.1

0)

-

(0

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)Ta

labi

ra (O

dish

a) M

inin

g P

vt L

td (

0.9

1) (

0.0

5) -

(

0.0

5)M

un

dra

Sol

ar T

ech

nop

ark

Pvt

Ltd

28

.11

(28

.30

)*

(28

.30

)A

dan

i Gre

en E

ner

gy L

td (

599

.64

) (

24.1

4)

(0

.05)

(24

.09

)A

dan

i Gre

en E

ner

gy (

Tam

ilnad

u)

Ltd

(14

.98

) 2

0.1

1 (

0.0

2) 2

0.1

3 A

dan

i Ren

ewab

le E

ner

gy P

ark

Ltd

6.7

8

(6

.80

) (

0.0

5) (

6.7

5)A

dani

Ren

ewab

le E

nerg

y P

ark

(Guj

arat

) Ltd

0.0

1 (

0.0

1) -

(

0.0

1)A

dan

i Gre

en E

ner

gy (

MP

) Lt

d 1

.51

(1.

51)

-

(1.

51)

Ada

ni W

ind

En

ergy

(A

P)

Ltd

0.0

1 (

0.0

2) -

(

0.0

2)A

dan

i Gre

en E

ner

gy (

UP

) Lt

d 0

.01

(0

.01)

-

(0

.01)

Kam

uth

i Sol

ar P

ower

Ltd

18

.58

(

16.0

0)

-

(16

.00

)R

amn

ad S

olar

Pow

er L

td (

7.6

7) 7

.62

-

7.6

2

255

Adani Enterprises Limited 25th Annual Report 2016-17

Not

es fo

rmin

g pa

rt o

f th

e C

onso

lidat

ed F

inan

cial

Sta

tem

ents

for t

he y

ear e

nded

31s

t M

arch

, 20

17

50

AD

DIT

ION

AL

INFO

RM

ATIO

N O

F N

ET

AS

SE

TS A

ND

SH

AR

E IN

PR

OFI

T O

R L

OS

S C

ON

TRIB

UTE

D B

Y V

AR

IOU

S E

NTI

TIE

S A

S R

EQ

UIR

ED

UN

DE

R S

CH

ED

ULE

III O

F TH

E C

OM

PAN

IES

AC

T, 2

013

(co

ntd

.)

Par

ticu

lars

Net

Ass

ets

i.e. T

otal

Ass

ets

less

To

tal L

iabi

litie

sSh

are

in P

rofi

t &

Los

sSh

are

in O

ther

Com

preh

ensi

ve

Inco

me

Shar

e in

Tot

al

Com

preh

ensi

ve In

com

eA

s %

of

cons

olid

ated

N

et A

sset

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Profi

t or

Los

s

H in

Cro

res

As

% o

f co

nsol

idat

ed

Oth

er

Com

preh

ensi

ve

Inco

me

H in

Cro

res

As

% o

f co

nsol

idat

ed

Tota

l Co

mpr

ehen

sive

In

com

e

H in

Cro

res

Kam

uth

i Ren

ewab

le E

ner

gy L

td 3

.88

(

2.29

) -

(

2.29

)R

amn

ad R

enew

able

En

ergy

Ltd

4.9

4

(3.

44

) -

(

3.4

4)

Mu

ndr

a S

olar

Ltd

0.0

1 -

-

-

M

un

dra

Sol

ar P

V L

td 2

.34

(

2.32

) -

(

2.32

)P

aram

pujy

a S

olar

En

ergy

Pvt

Ltd

2.2

1 (

1.9

8)

-

(1.

98

)R

osep

etal

Sol

ar E

ner

gy P

vt L

td 0

.28

(

0.2

1) -

(

0.2

1)W

ardh

a S

olar

(M

ahar

ash

tra)

Pvt

Ltd

1.2

1 (

1.21

) -

(

1.21

)K

ilaj S

olar

(M

ahar

ash

tra)

Pvt

Ltd

0.0

2 (

0.0

2) -

(

0.0

2)G

aya

Sol

ar (

Bih

ar)

Pvt

Ltd

0.1

0

(0

.10

) -

(

0.1

0)

Mah

oba

Sol

ar (

Up)

Pvt

Ltd

0.0

3 (

0.0

3) -

(

0.0

3)A

dan

i Win

d E

ner

gy (G

uja

rat)

Pvt

Ltd

0.0

7 (

0.0

6)

-

(0

.06

)A

WE

L G

loba

l Ltd

0.5

1 (

0.0

6)

0.0

1 (

0.0

7)To

tal N

on-C

ontr

ollin

g in

tere

st (

B)

(56

2.25

) (

62.

49

) (

0.1

2) (

62.

37)

Join

t V

entu

res

Ada

ni W

ilmar

Ltd

- c

onso

lidat

ed2%

354

.42

14%

129

.49

-1

% 1

.34

19

% 1

30.8

3 A

dan

i Wilm

ar P

te L

td -

con

solid

ated

0%

41.

212%

18

.30

-5

% 1

2.4

5 4

% 3

0.7

5 A

dani

Ren

ewab

le E

nerg

y Pa

rk (R

ajas

than

) Ltd

0%

(0

.26

)0

% (

0.2

2)0

% -

0

% (

0.2

2)A

dan

i-E

lbit

Adv

ance

d S

yste

ms

Indi

a Lt

d0

% (

0.8

4)

0%

(0

.01)

0%

-

0%

(0

.01)

Indi

anO

il-A

dan

i Gas

Pvt

Ltd

0%

(6

.92)

0%

(3.

07)

0%

(0

.01)

0%

(3.

08

)To

tal -

Joi

nt V

entu

res

(C)

387.

61

14

4.4

9

13.

78

158

.27

Ass

ocia

tes

GS

PC

LN

G L

td0

% 4

8.2

0

0%

-

0%

-

0%

-

CS

PG

CL

AE

L P

arsa

Col

lieri

es L

td0

% (

0.0

4)

0%

-

0%

-

0%

-

Vis

hak

ha

Indu

stri

es P

vt L

td0

% 5

.10

0

% 0

.02

0%

-

0%

0.0

2 To

tal -

Joi

nt V

entu

res

(D)

53.

26

0.0

2 -

0.0

2 To

tal (

A-B

+C

+D

)10

0%

19

,771

.25

100

% 9

37.1

1 10

0%

(23

4.5

2)10

0%

70

2.35

Le

ss: A

dju

stm

ents

ari

sin

g ou

t of

co

nso

lidat

ion

5,6

35.2

8

(50

.63)

(2.

04

) (

52.9

2)

Con

solid

ated

Net

Ass

ets

/ P

rofi

t af

ter

Tax

14

,135

.97

98

7.74

(

232.

48

) 7

55.2

6

Not

e : F

igu

res

in C

rore

s an

d P

erce

nta

ges

are

bein

g n

ulli

fied

at

few

pla

ces

on b

ein

g ro

un

ded

off.

(Am

oun

ts b

elow

H50

,00

0/-

den

oted

as

*)

256

51 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements were approved for issue by the board of directors on 24th May, 2017.

52 Previous year's figure have been recast, regrouped and rearranged, wherever necessary to conform to this year's classification.

Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017

As per our attached report of even date For and on behalf of the Board

For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322

ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)

Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017

257

Adani Enterprises Limited 25th Annual Report 2016-17

Form

No.

AO

C -

1S

alie

nt f

eatu

res

of t

he fi

nanc

ial s

tate

men

t of

Sub

sidi

arie

s /

Ass

ocia

te/

Join

t V

entu

res

as p

er C

ompa

nies

Act

, 20

13

(Pu

rsu

ant

to fi

rst

prov

iso

to s

ub-

Sec

tion

(3)

of

Sec

tion

129

rea

d w

ith

Ru

le 5

of

Com

pan

ies

(Acc

oun

ts)

Ru

les,

20

14)

Par

t "A

" : S

ubs

idia

ries

(H in

Cro

res)

Sr.

No.

Ent

ity

Nam

eR

epor

ting

P

erio

dC

urre

ncy

Sha

re

Cap

ital

Res

erve

s &

S

urpl

usTo

tal A

sset

sTo

tal

Liab

iliti

esIn

vest

men

tTu

rnov

erP

rofi

t /

(Los

s) b

efor

e Ta

xati

on

Pro

visi

on f

or

Taxa

tion

Pro

fit

/ (L

oss)

Aft

er

taxa

tion

Pro

pose

d D

ivid

end

% o

f S

hare

Hol

ding

1A

dan

i Gas

Ltd

(A

GA

SL)

2016

-17

INR

256

.74

458

.10

1,

659

.81

94

4.9

69

0.5

31,

162.

44

156

.09

54

.90

10

1.19

-

100

% b

y A

GH

L

2A

dan

i En

ergy

Ltd

(A

EN

L)20

16-1

7IN

R1.

36 (

3.14

)0

.13

1.9

1-

- 0

.05

0.0

0 0

.05

-10

0%

by

AE

L

3A

dan

i Agr

ifre

sh L

td (

AA

FL)

2016

-17

INR

45.

61

(50

.50

)4

57.6

14

62.

5014

.94

178

.83

(4

1.8

6)

- (

41.

86

)-

100

% b

y A

EL

4A

dan

i Gas

Hol

din

gs L

td (

AG

HL)

(F

orm

erly

kn

own

as

Mu

ndr

a LN

G L

td)

2016

-17

INR

0.0

5 (

0.0

9)

232.

7723

2.8

123

2.4

60

.24

(0

.08

)-

(0

.08

)-

51%

by

MG

PL

, 4

9%

AT

WG

LLP

5A

dan

i Syn

ener

gy L

td (

AS

L)20

16-1

7IN

R0

.05

(0

.17)

26.4

526

.57

--

(0

.01)

- (

0.0

1)-

100

% b

y A

EL

6A

dan

i Def

ence

Sys

tem

s A

nd

Tech

nol

ogie

s Lt

d (A

DST

L)20

16-1

7IN

R0

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(0

.03)

0.1

80

.17

0.1

5-

(0

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- (

0.0

2)-

100

% b

y A

EL

7A

dan

i Lan

d D

efen

ce S

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ms

An

d Te

chn

olog

ies

Ltd

2016

-17

INR

0.0

5 (

0.0

1)0

.04

0.0

0-

- (

0.0

0)

- (

0.0

0)

-10

0%

by

AD

STL

8A

dan

i Aer

o D

efen

ce S

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An

d Te

chn

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ies

Ltd

2016

-17

INR

0.0

5 (

0.0

1)0

.04

0.0

0-

- (

0.0

0)

- (

0.0

0)

-10

0%

by

AD

STL

9A

dan

i Nav

al D

efen

ce S

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An

d Te

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ies

Ltd

2016

-17

INR

0.0

5 (

0.0

1)0

.04

0.0

0-

- (

0.0

0)

- (

0.0

0)

-10

0%

by

AD

STL

10A

dan

i Agr

i Log

isti

cs L

td (

AA

LL)

2016

-17

INR

99

.83

(26

.09

)53

4.5

54

60

.81

16.0

09

3.79

2.2

6

0.2

6 2

.00

-

100

% b

y A

EL

11A

dan

i Agr

i Log

isti

cs (

MP

) Lt

d (A

ALM

PL)

2016

-17

INR

1.0

0 (

3.0

5)24

.90

26.9

5-

1.39

(1.

68

)0

.00

(1.

68

)-

100

% b

y A

ALL

12A

dan

i Agr

i Log

isti

cs (

Har

da)

Ltd

(AA

LHR

DL)

2016

-17

INR

1.0

0 (

3.13

)24

.09

26.2

2-

1.4

7 (

0.6

0)

0.0

0 (

0.6

0)

-10

0%

by

AA

LL

13A

dan

i Agr

i Log

isti

cs

(Hos

han

gaba

d) L

td (

AA

LHS

GL)

2016

-17

INR

1.0

0 (

3.31

)23

.51

25.8

2-

1.10

(0

.83)

0.0

0 (

0.8

3)-

100

% b

y A

ALL

14A

dan

i Agr

i Log

isti

cs (

Sat

na)

Ltd

(A

ALS

L)20

16-1

7IN

R1.

00

(3.

71)

22.7

925

.50

-0

.93

(1.

29)

0.0

0 (

1.29

)-

100

% b

y A

ALL

15A

dan

i Agr

i Log

isti

cs (

Ujja

in)

Ltd

(AA

LUL)

2016

-17

INR

1.0

0 (

0.9

7)22

.54

22.5

1-

1.0

6 (

0.6

8)

0.0

0 (

0.6

8)

-10

0%

by

AA

LL

16A

dan

i Agr

i Log

isti

cs (

Dew

as)

Ltd

(AA

LDL)

2016

-17

INR

1.0

0 (

1.70

)23

.25

23.9

5-

0.8

4 (

1.0

9)

- (

1.0

9)

-10

0%

by

AA

LL

17A

dan

i Agr

i Log

isti

cs (

Kat

ihar

) Lt

d (A

ALK

ATL)

2016

-17

INR

1.0

0 0

.00

1.

100

.10

-0

.35

0.0

0

0.0

0 0

.00

-

100

% b

y A

ALL

18A

dan

i Agr

i Log

isti

cs (

Kot

akap

ura

) Lt

d (A

ALK

OTL

)20

16-1

7IN

R1.

00

0.0

4

17.4

116

.37

-16

.17

0.0

9

0.0

5 0

.04

-

100

% b

y A

ALL

19A

dan

i Agr

i Log

isti

cs (

Kan

nau

j) Lt

d (A

ALK

AN

L)10

-01-

2017

to

31-0

3-20

17IN

R1.

00

(0

.03)

1.0

00

.03

--

(0

.03)

- (

0.0

3)-

100

% b

y A

ALL

20A

dan

i Agr

i Log

isti

cs (

Pan

ipat

) Lt

d (A

ALP

AN

L)11

-01-

2017

to

31-0

3-20

17IN

R1.

00

(0

.03)

1.0

00

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--

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.03)

- (

0.0

3)-

100

% b

y A

ALL

21A

dan

i Agr

i Log

isti

cs (

Mog

a) L

td

(AA

LMO

GL)

18-0

1-20

17 t

o 31

-03-

2017

INR

1.0

0 (

0.0

3)1.

00

0.0

3-

- (

0.0

3)-

(0

.03)

-10

0%

by

AA

LL

22A

dan

i Agr

i Log

isti

cs (

Man

sa)

Ltd

(AA

LMA

NL)

19-0

1-20

17 t

o 31

-03-

2017

INR

1.0

0 (

0.0

3)1.

00

0.0

3-

- (

0.0

3)-

(0

.03)

-10

0%

by

AA

LL

258

(H in

Cro

res)

Sr.

No.

Ent

ity

Nam

eR

epor

ting

P

erio

dC

urre

ncy

Sha

re

Cap

ital

Res

erve

s &

S

urpl

usTo

tal A

sset

sTo

tal

Liab

iliti

esIn

vest

men

tTu

rnov

erP

rofi

t /

(Los

s) b

efor

e Ta

xati

on

Pro

visi

on f

or

Taxa

tion

Pro

fit

/ (L

oss)

Aft

er

taxa

tion

Pro

pose

d D

ivid

end

% o

f S

hare

Hol

ding

23A

dan

i Agr

i Log

isti

cs (

Bat

hin

da)

Ltd.

(A

ALB

ATH

L)20

-01-

2017

to

31-0

3-20

17IN

R1.

00

(0

.03)

1.0

00

.03

--

(0

.03)

- (

0.0

3)-

100

% b

y A

ALL

24A

dan

i Agr

i Log

isti

cs (

Bar

nal

a) L

td.

(AA

LBA

RN

L)18

-01-

2017

to

31-0

3-20

17IN

R1.

00

(0

.03)

1.0

00

.03

--

(0

.03)

- (

0.0

3)-

100

% b

y A

ALL

25A

dan

i Agr

i Log

isti

cs (

Nak

odar

) Lt

d. (

AA

LNA

KO

L)19

-01-

2017

to

31-0

3-20

17IN

R1.

00

(0

.03)

1.0

00

.03

--

(0

.03)

- (

0.0

3)-

100

% b

y A

ALL

26A

dan

i Agr

i Log

isti

cs (

Ram

an)

Ltd.

(A

ALR

AM

L)18

-01-

2017

to

31-0

3-20

17IN

R1.

00

(0

.03)

1.0

00

.03

--

(0

.03)

- (

0.0

3)-

100

% b

y A

ALL

27A

dan

i Sh

ippi

ng

Indi

a P

riva

te L

td.

(AS

IPL)

2016

-17

INR

0.0

5 (

0.4

6)

0.8

01.

21-

3.37

0.0

6

0.0

3 0

.03

-10

0%

by

AE

L

28N

atu

ral G

row

ers

Pri

vate

Ltd

. (N

GP

L)20

16-1

7IN

R4

6.8

6 (

19.6

9)

32.8

55.

68

--

(5.

97)

- (

5.9

7)-

100

% b

y A

EL

29Ta

labi

ra (O

dish

a) M

inin

g P

riva

te

Ltd.

(TO

MP

L) (

Form

erly

kn

own

as

Kor

ba C

lean

Coa

l Pvt

. Ltd

.)

2016

-17

INR

1.9

6 (

0.1

0)

5.10

3.24

--

(0

.10

)-

(0

.10

)-

51%

by

AE

L

30P

raya

tna

Dev

elop

ers

Pri

vate

Ltd

. (P

DP

L)20

16-1

7IN

R13

6.7

1 1

5.6

6

96

3.6

68

11.2

94

.49

0.3

5 (

16.3

8)

(33.

86

) 1

7.4

7 -

100

% b

y A

EL

31R

osep

etal

Sol

ar E

ner

gy P

riva

te

Ltd.

(R

ES

PL)

2016

-17

INR

0.0

1 (

0.5

7)0

.82

1.39

--

(0

.43)

0.0

0 (

0.4

3)-

100

% b

y A

GE

L

32P

aram

pujy

a S

olar

En

ergy

Pri

vate

Lt

d. (

PS

EP

L)20

16-1

7IN

R35

8.1

6 (

4.5

1)8

63.

3150

9.6

629

9.9

8-

(4

.04

)0

.00

(4

.05)

-10

0%

by

AG

EL

33A

dan

i Wel

spu

n E

xplo

rati

on L

td.

(AW

EL)

2016

-17

INR

13.3

0 5

.44

9

30.3

19

11.5

70

.02

- (

8.9

9)

- (

8.9

9)

-6

5% b

y A

EL

34P

arsa

Ken

te C

ollie

ries

Ltd

. (P

KC

L)20

16-1

7IN

R0

.50

11.

45

1,16

6.3

21,

154

.37

-76

8.4

0 9

.59

3.

43

6.1

6

-74

% b

y A

EL

35C

hen

dipa

da C

ollie

ries

Pri

vate

Lt

d. (C

CP

L)20

16-1

7IN

R0

.05

(0

.02)

0.0

30

.00

--

(0

.00

)-

(0

.00

)-

100

% b

y A

EL

36A

dan

i Res

ourc

es P

vt. L

td. (

AR

PL)

2016

-17

INR

0.0

1 0

.24

2.

06

1.8

1-

7.53

0.1

8

0.0

5 0

.14

-

100

% b

y A

EL

37S

urg

uja

Pow

er P

riva

te L

td. (

SP

PL)

2016

-17

INR

0.0

1 (

1.26

)6

.35

7.6

00

.12

-0.0

0 (

0.1

3)0

.00

(0

.13)

-10

0%

by

AE

L

38A

dan

i Ch

endi

pada

Min

ing

P L

td.

(AC

MP

L)20

16-1

7IN

R0

.01

(0

.02)

0.0

00

.01

--

(0

.00

)-

(0

.00

)-

100

% b

y A

EL

39R

ajas

than

Col

lieri

es L

td. (

RC

L)20

16-1

7IN

R0

.50

(0

.23)

4.4

74

.20

--

0.0

0

0.0

0 0

.00

-

74%

by

AE

L

40

Ada

ni B

un

keri

ng

Pri

vate

Ltd

. (A

BP

L)20

16-1

7IN

R1.

69

86

.83

784

.14

69

5.6

216

.11

790

.81

17.

95

0.7

8 1

7.17

-

100

% b

y A

GP

TE

41

Ada

ni P

ower

Dah

ej L

td. (

AP

DL)

2016

-17

INR

763.

35 (

205.

91)

568

.11

10.6

70

.15

0.0

0 (

40

.74

)0

.00

(4

0.7

4)

-10

0%

by

AE

L

42

Ku

tch

h P

ower

Gen

erat

ion

Ltd

. (K

PG

L)20

16-1

7IN

R11

8.4

4 (

52.9

6)

65.

49

0.0

00

.14

- (

17.3

4)

- (

17.3

4)

-10

0%

by

AE

L

43

Ada

ni P

ench

Pow

er L

td. (

AP

PL)

2016

-17

INR

276

.78

(9

2.30

)18

5.78

1.30

--

(17

.28

)0

.00

(17

.28

)-

100

% b

y A

EL

44

Mah

agu

j Pow

er L

td. (

MP

L)20

16-1

7IN

R0

.05

(0

.07)

0.2

10

.23

0.0

3-

(0

.02)

- (

0.0

2)-

99

.9%

by

AE

L 0

.1%

by

AIP

L

45

Jhar

Min

ing

Infr

a P

riva

te L

td.

(JM

IPL)

2016

-17

INR

0.0

5 (

0.2

1)0

.12

0.2

8-

- (

0.2

0)

- (

0.2

0)

-51

% b

y A

EL

46

Mu

ndr

a S

olar

Tec

hn

opar

k P

riva

te

Ltd.

(M

STP

L)20

16-1

7IN

R4

.98

(52

.22)

1,4

80

.85

1,52

8.0

9-

10.6

7 (

51.5

2)-

(51

.52)

-38

.15%

by

AG

TL,

25.1

0%

by

MS

L,

25.1

0%

by

MS

PL

47

Ada

ni G

reen

En

regy

Ltd

. (A

GE

L)20

16-1

7IN

R1,

273.

90

(50

.15)

1,78

0.9

955

7.24

1,35

3.76

9.9

1 (

49

.30

)-

(4

9.3

0)

-51

% b

y A

EL

48

Ada

ni G

reen

En

ergy

(Ta

miln

adu

) Lt

d. (

AG

ETL

)20

16-1

7IN

R8

90

.15

30

.58

2,

246

.46

1,32

5.73

66

2.25

238

.55

(18

.02)

(59

.02)

41.

01

-10

0%

of

AG

EL

259

Adani Enterprises Limited 25th Annual Report 2016-17

(H in

Cro

res)

Sr.

No.

Ent

ity

Nam

eR

epor

ting

P

erio

dC

urre

ncy

Sha

re

Cap

ital

Res

erve

s &

S

urpl

usTo

tal A

sset

sTo

tal

Liab

iliti

esIn

vest

men

tTu

rnov

erP

rofi

t /

(Los

s) b

efor

e Ta

xati

on

Pro

visi

on f

or

Taxa

tion

Pro

fit

/ (L

oss)

Aft

er

taxa

tion

Pro

pose

d D

ivid

end

% o

f S

hare

Hol

ding

49

Ada

ni W

ind

En

ergy

(A

P)

Ltd.

(F

orm

erly

kn

own

as

Ada

ni G

reen

E

ner

gy (

Tela

nga

na)

Ltd

)

2016

-17

INR

0.0

5 (

0.0

5)0

.22

0.2

1-

- (

0.0

4)

- (

0.0

4)

-10

0%

of

AG

EL

50A

dan

i Gre

en E

ner

gy (

MP

) Lt

d.

(AG

EM

L)20

16-1

7IN

R0

.05

(3.

08

)1.

03

4.0

6-

- (

3.0

7)-

(3.

07)

-10

0%

of

AG

EL

51K

amu

thi S

olar

Pow

er L

td. (

KS

PL)

2016

-17

INR

381.

00

(37

.93)

1,55

4.5

71,

211.

50-

90

.44

(55

.78

)(2

3.12

) (

32.6

6)

-10

0%

by

AG

ETL

52R

amn

ad S

olar

Pow

er L

td. (

RS

PL)

2016

-17

INR

76.5

0 1

5.6

6

537.

69

44

5.53

-77

.52

(3.

53)

(19

.33)

15.

80

-

100

% b

y A

GE

TL

53K

amu

thi R

enew

able

En

ergy

Ltd

. (K

RE

L)20

16-1

7IN

R76

.25

(7.

91)

514

.87

44

6.5

3-

50.2

7 (

33.0

8)

(28

.41)

(4

.67)

-10

0%

by

AG

ETL

54R

amn

ad R

enew

able

En

ergy

Ltd

. (R

RE

L)20

16-1

7IN

R12

7.0

0 (

10.0

8)

564

.27

44

7.35

-29

.74

(14

.98

)(7

.96

) (

7.0

2)-

100

% b

y A

GE

TL

55A

dan

i Gre

en E

ner

gy (

UP

) Lt

d.

(AG

EU

PL)

2016

-17

INR

0.0

5 (

0.0

3)12

6.3

112

6.2

9-

- (

0.0

1)0

.01

(0

.02)

-10

0%

of

AG

EL

56M

un

dra

Sol

ar P

v Lt

d. (

MS

PV

L)20

16-1

7IN

R30

0.0

0 (

4.7

8)

2,4

46

.17

2,15

0.9

54

3.9

9-

(4

.57)

0.1

6 (

4.7

4)

-10

0%

by

AG

TL

57M

un

dra

Sol

ar L

td. (

MS

L)20

16-1

7IN

R0

.05

(0

.01)

52.7

052

.66

1.25

- (

0.0

0)

0.0

0 (

0.0

0)

-10

0%

by

AG

TL

58A

dan

i Win

d E

ner

gy (G

uja

rat)

Pvt

Lt

d. (

AW

EG

PL)

(Fo

rmer

ly k

now

n

as D

ury

odh

ana

Dev

elop

ers

Pvt

Lt

d)

2016

-17

INR

24.0

1 (

0.1

3)31

9.4

929

5.6

1-

- (

0.1

3)-

(0

.13)

-10

0%

by

AG

EL

59K

ilaj S

olar

(M

ahar

ash

tra)

Pri

vate

Lt

d. (

KS

MH

PL)

2016

-17

INR

0.0

1 (

0.0

4)

9.7

49

.77

--

(0

.04

)-

(0

.04

)-

100

% b

y A

GE

L

60

Ada

ni G

reen

Tec

hn

olog

y Lt

d.

(For

mer

ly k

now

n a

s S

ami S

olar

(G

uja

rat)

Pvt

Ltd

.)

2016

-17

INR

300

.01

(0

.02)

302.

242.

2430

1.9

50

.26

(0

.02)

- (

0.0

2)-

51%

by

ATR

DC

LLP

61

War

dha

Sol

ar (

Mah

aras

htr

a)

Pvt

Ltd

.20

16-1

7IN

R27

7.0

1 (

2.4

6)

314

.90

40

.35

--

(2.

46

)-

(2.

46

)-

100

% b

y P

SE

PL

62

Gay

a S

olar

(B

ihar

) P

vt L

td.

2016

-17

INR

12.5

1 (

0.2

0)

16.6

24

.31

--

(0

.20

)-

(0

.20

)-

100

% b

y A

GE

L

63

Mah

oba

Sol

ar (

UP

) P

vt L

td.

2016

-17

INR

0.0

1 (

0.0

6)

1.37

1.4

1-

- (

0.0

6)

- (

0.0

6)

-10

0%

by

AG

EL

64

Ada

ni R

enew

able

En

ergy

Par

k Lt

d.20

16-1

7IN

R0

.05

(13

.89

)4

0.6

754

.51

40

.33

- (

13.9

9)

- (

13.9

9)

-51

% b

y AT

CM

LLP

65

Ada

ni R

enew

able

En

ergy

Par

k (G

uja

rat)

Ltd

.20

16-1

7IN

R0

.05

(0

.03)

0.0

30

.01

--

(0

.02)

- (

0.0

2)-

100

% b

y A

RE

PL

66

Ada

ni C

omm

odit

ies

LLP

(AT

CM

LL

P)

22-0

3-20

17 t

o 31

-03-

2017

INR

724

.35

-

724

.35

0.0

072

4.3

4-

(0

.00

)-

(0

.00

)-

99

.90

% b

y A

EL

, 0

.10

% b

y A

IPL

67

Ada

ni T

rade

com

LLP

(AT

RD

C L

LP)

14-0

3-20

17 t

o 31

-03-

2017

INR

0.0

6 -

0

.06

0.0

60

.03

- (

0.0

0)

- (

0.0

0)

-9

9.%

by

AE

L,

1% b

y A

IPL

68

Ada

ni T

rade

win

g LL

P (

ATR

DW

LL

P)

22-0

3-20

17 t

o 31

-03-

2017

INR

0.0

6 -

0

.06

0.0

60

.02

- (

0.0

0)

- (

0.0

0)

-9

9.9

0%

by

AE

L,

0.1

0%

by

AIP

L

69

Ada

ni T

rade

x LL

P (

ATR

DX

LLP

)14

-03-

2017

to

31-0

3-20

17IN

R12

.51

-

12.5

10

.00

12.5

0-

(0

.00

)-

(0

.00

)-

99

% b

y A

EL

1 %

by

AIP

L

70A

dan

i In

fras

tru

ctu

re P

vt. L

td.

(AIP

L)21

-03-

2017

to

31-0

3-20

17IN

R0

.05

(0

.00

)0

.05

0.0

00

.00

- (

0.0

0)

- (

0.0

0)

-10

0%

by

AE

L

71A

dan

i Cem

enta

tion

Ltd

. (A

CL)

06

-12-

2016

to

31-0

3-20

17IN

R0

.05

(0

.01)

0.0

60

.02

0.0

3-

(0

.01)

- (

0.0

1)-

100

% b

y A

EL

72A

dan

i Nor

th A

mer

ica

Inc

(AN

INC

)0

5-0

1-20

16 t

o 31

-03-

2017

US

D M

io0

.01

(2.

24)

0.7

83.

00

--

(2.

24)

- (

2.24

)-

100

% b

y A

GP

TE

Ada

ni N

orth

Am

eric

a In

c (A

NIN

C)

INR

0.0

6 (

14.5

1)5.

04

19.4

8-

- (

15.0

1)-

(15

.01)

-

73A

WE

L G

loba

l Ltd

.20

16-1

7U

SD

Mio

0.0

0 (

0.2

2)0

.01

0.2

3-

- (

0.0

3)-

(0

.03)

-10

0%

by

AW

EL

AW

EL

Glo

bal L

td.

2016

-17

INR

0.0

2 (

1.4

5)0

.08

1.51

--

(0

.21)

- (

0.2

1)-

260

(H in

Cro

res)

Sr.

No.

Ent

ity

Nam

eR

epor

ting

P

erio

dC

urre

ncy

Sha

re

Cap

ital

Res

erve

s &

S

urpl

usTo

tal A

sset

sTo

tal

Liab

iliti

esIn

vest

men

tTu

rnov

erP

rofi

t /

(Los

s) b

efor

e Ta

xati

on

Pro

visi

on f

or

Taxa

tion

Pro

fit

/ (L

oss)

Aft

er

taxa

tion

Pro

pose

d D

ivid

end

% o

f S

hare

Hol

ding

74A

dan

i Glo

bal L

td. (

AG

L)20

16-1

7U

SD

Mio

6.4

0 (

4.4

9)

46

.68

44

.77

46

.22

- (

0.0

1)-

(0

.01)

-10

0%

by

AE

L

Ada

ni G

loba

l Ltd

. (A

GL)

2016

-17

INR

41.

50 (

29.1

1)30

2.72

290

.33

299

.71

- (

0.0

4)

- (

0.0

4)

-

75A

dan

i Glo

bal F

ZE (

AG

FZE

)20

16-1

7A

ED

Mio

18.0

0 2

,236

.54

4

,49

1.6

22,

237.

08

0.3

05,

654

.90

34

.91

- 3

4.9

1 -

100

% b

y A

GL

Ada

ni G

loba

l FZE

(A

GFZ

E)

2016

-17

INR

31.7

8 3

,94

8.6

2 7,

929

.96

3,9

49

.56

0.5

310

,324

.97

63.

74

- 6

3.74

-

76A

dan

i Glo

bal P

TE L

td. (

AG

PTE

)20

16-1

7U

SD

Mio

27.6

0 9

78.9

8

2,35

3.8

81,

347.

3156

.82

3,54

9.7

2 8

3.4

4

5.8

0 7

7.6

4

-10

0%

by

AG

L

Ada

ni G

loba

l PTE

Ltd

. (A

GP

TE)

2016

-17

INR

178

.99

6,3

48

.67

15,2

64

.93

8,7

37.2

936

8.4

623

,80

4.4

8 5

59.5

8

38.9

0 5

20.6

8

-

77A

dan

i Bu

nke

rin

g P

TE L

td.

(AB

PTE

) (M

erge

d w

ith

AG

PTE

w

.e.f

01-

01-

2017

)

01-

04

-20

16 t

o 31

-12-

2016

US

D M

io-

-

--

-35

.68

0.8

1 (0

.14

) 0

.94

-

-

INR

- -

-

--

239

.28

5.4

3 (0

.91)

6.3

3 -

78A

dan

i Sh

ippi

ng

PTE

Ltd

. (A

SP

L)20

16-1

7U

SD

Mio

0.0

0 (

13.5

9)

112.

5812

6.1

70

.09

260

.48

(6

.17)

- (

6.1

7)-

100

% b

y A

GP

TE

Ada

ni S

hip

pin

g P

TE L

td. (

AS

PL)

2016

-17

INR

0.0

0 (

88

.14

)73

0.0

78

18.2

00

.59

1,74

6.7

8 (

41.

38)

- (

41.

38)

-

79P

T A

dan

i Glo

bal (

PT

AG

L)20

16-1

7ID

R M

io23

1,54

8.8

5 (2

1,8

05.

65)

391,

546

.47

181,

80

3.27

6,3

58.0

09

,68

0.8

2 (

25,2

43.

35)

8,4

61.

52 (

16,7

81.

83)

-9

5% b

y A

GP

TE,

5% b

y A

GL

PT

Ada

ni G

loba

l (P

T A

GL)

2016

-17

INR

112.

88

(10

.63)

190

.88

88

.63

3.10

4.8

9 (

12.7

5)4

.27

(8

.47)

-

80

PT

Ada

ni G

loba

l Coa

l Tra

din

g (P

TAG

CT

)20

16-1

7ID

R M

io1,

500

.00

(6

,019

.84

)59

2.6

85,

112.

534

2.0

06

,50

8.4

0 1

,68

7.9

2 1,

721.

77 (

33.8

4)

-9

5% b

y A

GP

TE,

5 %

by

AG

L

PT

Ada

ni G

loba

l Coa

l Tra

din

g (P

TAG

CT

)20

16-1

7IN

R0

.73

(2.

93)

0.2

92.

49

0.0

23.

29 0

.85

0.8

7 (

0.0

2)-

81

Ada

ni M

inin

g P

TY

Ltd

. (A

MP

TY

)20

16-1

7A

UD

Mio

8.6

9 (

238

.89

)1,

40

9.0

41,

639

.23

0.0

0-

(3.

24)

- (

3.24

)-

100

% b

y A

GP

TE

Ada

ni M

inin

g P

TY

Ltd

. (A

MP

TY

)20

16-1

7IN

R4

3.10

(1,

184

.34

)6

,98

5.6

58

,126

.89

0.0

0-

(16

.35)

- (

16.3

5)-

82

Gal

ilee

Tran

smis

sion

Hol

din

g P

TY

Lt

d. (G

THP

L)20

16-1

7A

UD

Mio

0.0

0 (

0.0

0)

0.0

00

.00

0.0

0-

(0

.00

)-

(0

.00

)-

100

% b

y A

MP

TY

Gal

ilee

Tran

smis

sion

Hol

din

g P

TY

Lt

d. (G

THP

L)20

16-1

7IN

R0

.00

(0

.00

)0

.00

0.0

10

.00

- (

0.0

0)

- (

0.0

0)

-

83

Gal

ilee

Tran

smis

sion

PT

Y L

td.

(GTP

TY

L)20

16-1

7A

UD

Mio

0.0

0 (

0.0

3)0

.00

0.0

3-

- (

0.0

2)-

(0

.02)

-10

0%

by

GTH

PL

Gal

ilee

Tran

smis

sion

PT

Y L

td.

(GTP

TY

L)20

16-1

7IN

R0

.00

(0

.17)

0.0

00

.17

--

(0

.09

)-

(0

.09

)-

84

Gal

ilee

Tran

smis

sion

Hol

din

gs

Tru

st (G

THL)

2016

-17

AU

D M

io0

.00

(0

.01)

0.0

00

.01

--

-

- -

-

100

% b

y G

TPL

Gal

ilee

Tran

smis

sion

Hol

din

gs

Tru

st (G

THL)

2016

-17

INR

0.0

0 (

0.0

6)

0.0

00

.06

--

-

- -

-

85

Ada

ni M

iner

als

PT

Y L

td.

(AM

RLP

TY

)20

16-1

7A

UD

Mio

1.50

(0

.47)

1.59

0.5

5-

- 0

.05

0.0

0 0

.05

-9

0%

by

AG

PTE

10

% b

y A

EL

Ada

ni M

iner

als

PT

Y L

td.

(AM

RLP

TY

)20

16-1

7IN

R7.

44

(2.

32)

7.8

62.

75-

- 0

.26

0

.00

0.2

6

-

86

PT

Coa

l In

don

esia

(P

T C

T)

2016

-17

IDR

Mio

1,50

0.0

0 (

17,9

71.9

4)

10,9

64

.63

27,4

36.5

7-

4,6

76.2

7 (

6,6

27.4

6)

(14

3.6

7) (

6,4

83.

78)

-9

9.3

3% b

y P

TAG

L,

0.6

7% b

y P

TAG

CT

PT

Coa

l In

don

esia

(P

T C

T)

2016

-17

INR

0.7

3 (

8.7

6)

5.35

13.3

8-

2.36

(3.

35)

(0.0

7) (

3.27

)-

87

PT

Mu

ndr

a C

oal (

PT

MC

)0

1-0

4-2

016

to

06

-10

-20

16ID

R M

io-

-

--

--

(22

.47)

- (

22.4

7)-

-

PT

Mu

ndr

a C

oal (

PT

MC

)IN

R-

-

--

--

(0

.01)

- (

0.0

1)-

88

PT

Su

mbe

r B

ara

(PT

SB

)20

16-1

7ID

R M

io1,

500

.00

(4

33.3

8)

1,0

93.

3226

.70

765.

00

- (

24.5

8)

- (

24.5

8)

-9

9.3

3% b

y P

TAG

L,

0.6

7% b

y P

TAG

CT

PT

Su

mbe

r B

ara

(PT

SB

)20

16-1

7IN

R0

.73

(0

.21)

0.5

30

.01

0.3

7-

(0

.01)

- (

0.0

1)-

89

PT

En

ergy

Res

ourc

es (

PT

ER

)20

16-1

7ID

R M

io1,

500

.00

(6

90

.30

)2,

240

.83

1,4

31.1

425

5.0

011

,436

.65

671

.99

14

8.9

8 5

23.0

1 -

99

.33%

by

PTA

GL

, 0

.67%

by

PTA

GC

TP

T E

ner

gy R

esou

rces

(P

T E

R)

2016

-17

INR

0.7

3 (

0.3

4)

1.0

90

.70

0.1

25.

78 0

.34

0

.08

0.2

6

-

90

PT

Su

ar H

arap

an B

angs

a (P

T S

HB

)20

16-1

7ID

R M

io55

0.0

0 (

288

.92)

11,9

66

.15

11,7

05.

07

--

(17

.52)

1.22

(18

.74

)-

75%

by

PTN

AB

, 25

% b

y P

TNLS

PT

Su

ar H

arap

an B

angs

a (P

T S

HB

)20

16-1

7IN

R0

.27

(0

.14

)5.

83

5.71

--

(0

.01)

0.0

0 (

0.0

1)-

261

Adani Enterprises Limited 25th Annual Report 2016-17

(H in

Cro

res)

Sr.

No.

Ent

ity

Nam

eR

epor

ting

P

erio

dC

urre

ncy

Sha

re

Cap

ital

Res

erve

s &

S

urpl

usTo

tal A

sset

sTo

tal

Liab

iliti

esIn

vest

men

tTu

rnov

erP

rofi

t /

(Los

s) b

efor

e Ta

xati

on

Pro

visi

on f

or

Taxa

tion

Pro

fit

/ (L

oss)

Aft

er

taxa

tion

Pro

pose

d D

ivid

end

% o

f S

hare

Hol

ding

91

PT

Tam

ban

g S

ejah

tera

Ber

sam

a (P

T TS

B)

2016

-17

IDR

Mio

500

.00

(31

2.6

7)8

,04

6.1

67,

858

.83

--

(16

.98

)(0

.38

) (

16.6

0)

-75

% b

y P

TNA

B,

25%

by

PTN

LS

PT

Tam

ban

g S

ejah

tera

Ber

sam

a (P

T TS

B)

2016

-17

INR

0.2

4 (

0.1

5)3.

92

3.8

3-

- (

0.0

1)(0

.00

) (

0.0

1)-

92

PT

Nia

ga A

nta

r B

angs

a (P

T N

AB

)20

16-1

7ID

R M

io51

0.0

0 (

2,78

3.79

)35

,84

9.2

138

,123

.01

9,7

95.

00

4,4

61.

05

1,3

58.8

0

411

.15

94

7.6

5 -

75%

by

PTS

B,

25%

by

PTE

RP

T N

iaga

An

tar

Ban

gsa

(PT

NA

B)

2016

-17

INR

0.2

5 (

1.36

)17

.48

18.5

84

.78

2.25

0.6

9

0.2

1 0

.48

-

93

PT

Nia

ga L

inta

s S

amu

dra

(PT

NLS

)20

16-1

7ID

R M

io51

0.0

0 3

,072

.48

3,

652

.97

70.4

93,

48

4.0

04

,720

.84

4,3

85.

95

936

.70

3,4

49

.26

-

75%

by

PTS

B,

25%

by

PTE

R

PT

Nia

ga L

inta

s S

amu

dra

(PT

NLS

)20

16-1

7IN

R0

.25

1.5

0

1.78

0.0

31.

702.

38 2

.21

0.4

7 1

.74

-

94

PT

Gem

ilan

g P

usa

ka P

erti

wi (

PT

GP

P)

2016

-17

IDR

Mio

510

.00

(52

6.0

0)

1,8

87.

83

1,9

03.

83

--

(1.

50)

47.

26 (

48

.76

)-

75%

by

PTN

AB

, 25%

by

PTN

LS

PT

Gem

ilan

g P

usa

ka P

erti

wi (

PT

GP

P)

2016

-17

INR

0.2

5 (

0.2

6)

0.9

20

.93

--

(0

.00

)0

.02

(0

.02)

-

95

PT

Has

ta M

un

dra

(PT

HM

)20

16-1

7ID

R M

io1,

00

0.0

0 (

181.

89

)2,

376

.76

1,55

8.6

5-

- (

14.2

6)

(3.5

7) (

10.7

0)

-75

% b

y P

TNA

B, 2

5%

by P

TNLS

PT

Has

ta M

un

dra

(PT

HM

)20

16-1

7IN

R0

.49

(0

.09

)1.

160

.76

--

(0

.01)

(0.0

0)

(0

.01)

-

96

PT

Lam

indo

Inte

r M

ult

ikon

(P

T LI

M)

2016

-17

IDR

Mio

10,5

00

.00

(1,9

7,320

.67)

356

,627

.57

543,

44

8.2

475

6.0

06

30,4

54.1

3 (

15,7

27.3

4)

6,9

65.

91

(22

,69

3.25

)-

75%

by

PTN

AB

, 25

% b

y P

TNLS

PT

Lam

indo

Inte

r M

ult

ikon

(P

T LI

M)

2016

-17

INR

5.12

(9

6.1

9)

173.

86

264

.93

0.3

731

8.3

8 (

7.9

4)

3.52

(11

.46

)-

97

PT

Mit

ra N

aiga

Mu

lia (

PT

MN

M)

2016

-17

IDR

Mio

875

.00

98

.60

19

0,1

71.4

618

9,1

97.

85

100

.00

365,

316

.20

1,8

8,8

82.

99

29

,36

2.8

8 1

,59

,520

.11

-74

.97%

by

PTL

IM,

25.0

3% b

y P

TNLS

PT

Mit

ra N

aiga

Mu

lia (

PT

MN

M)

2016

-17

INR

0.4

3 0

.05

92.

719

2.23

0.0

518

4.4

8 9

5.39

14

.83

80

.56

-

98

Rah

i Sh

ippi

ng

PTE

Ltd

. (R

S P

T)

2016

-17

US

D M

io0

.04

7.9

6

65.

3557

.35

-7.

67

1.4

0

0.0

0 1

.40

-

100

% b

y A

SP

L

Rah

i Sh

ippi

ng

PTE

Ltd

. (R

S P

T)

2016

-17

INR

0.2

6 5

1.59

4

23.7

937

1.9

4-

51.4

0 9

.38

0

.00

9.3

8

-

99

Van

shi S

hip

pin

g P

TE L

td. (

VS

PT

)20

16-1

7U

SD

Mio

0.0

4 1

0.6

2 6

3.72

53.0

6-

7.6

7 1

.47

0.0

0 1

.47

-10

0%

by

AS

PL

Van

shi S

hip

pin

g P

TE L

td. (

VS

PT

)20

16-1

7IN

R0

.26

68

.89

4

13.2

234

4.0

7-

51.4

0 9

.89

0

.00

9.8

9

-

100

Aan

ya M

arit

ime

Inc.

(A

AM

MIN

C)

2016

-17

US

D M

io0

.00

10

.60

50

.15

39.5

5-

10.5

9 2

.41

- 2

.41

-10

0%

by

AS

PL

Aan

ya M

arit

ime

Inc.

(A

AM

MIN

C)

2016

-17

INR

0.0

1 6

8.7

7 32

5.24

256

.47

-70

.98

16

.14

-

16

.14

-

101

Aas

hn

a M

arit

ime

Inc.

(A

AS

MIN

C)

2016

-17

US

D M

io0

.00

10

.85

51.2

64

0.4

1-

10.5

9 3

.05

- 3

.05

-10

0%

by

AS

PL

Aas

hn

a M

arit

ime

Inc.

(A

AS

MIN

C)

2016

-17

INR

0.0

1 7

0.3

4

332.

43

262.

09

-70

.98

20

.46

-

20

.46

-

102

Urj

a M

arit

ime

Inc

(UR

MIN

C)

02-

12-2

016

to

31-0

3-20

17U

SD

Mio

0.0

1 0

.13

27.5

927

.45

-1.

28 0

.13

- 0

.13

-10

0%

by

AS

PL

Urj

a M

arit

ime

Inc

(UR

MIN

C)

INR

0.0

6 0

.85

178

.94

178

.02

-8

.55

0.8

8

- 0

.88

-

103

Ada

ni I

nfr

astr

uct

ure

PT

Y L

td.

(AIP

TY

L)20

16-1

7A

UD

Mio

0.0

0 (

0.9

6)

4.1

85.

14-

- (

0.9

6)

- (

0.9

6)

-10

0%

by

AG

PTE

Ada

ni I

nfr

astr

uct

ure

PT

Y L

td.

(AIP

TY

L)20

16-1

7IN

R0

.00

(4

.75)

20.7

325

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262

Names of Subsidiaries which are yet to commence operations

Names of Subsidiaries which have been liquidated or sold during the year

Sr No

Comapany Name

1 Adani Energy Ltd. 2 Adani Synenergy Ltd. 3 Adani Defence Systems And Technologies Ltd. 4 Adani Land Defence Systems And Technologies Ltd.5 Adani Aero Defence Systems And Technologies Ltd.6 Adani Naval Defence Systems And Technologies Ltd.7 Adani Agri Logistics (Kannauj) Ltd. 8 Adani Agri Logistics (Panipat) Ltd. 9 Adani Agri Logistics (Moga) Ltd. 10 Adani Agri Logistics (Mansa) Ltd. 11 Adani Agri Logistics (Bathinda) Ltd. 12 Adani Agri Logistics (Barnala) Ltd. 13 Adani Agri Logistics (Nakodar) Ltd. 14 Adani Agri Logistics (Raman) Ltd. 15 Talabira (Odisha) Mining Pvt. Ltd. 16 Rosepetal Solar Energy Pvt. Ltd. 17 Parampujya Solar Energy Pvt. Ltd. 18 Adani Welspun Exploration Ltd. 19 Chendipada Collieries Pvt. Ltd. 20 Adani Chendipada Mining Pvt. Ltd. 21 Rajasthan Collieries Ltd. 22 Adani Pench Power Ltd. 23 Mahaguj Power Ltd. 24 Jhar Mining Infra Pvt. Ltd. 25 Adani Wind Energy (AP) Ltd.26 Adani Green Energy (MP) Ltd. 27 Adani Green Energy (UP) Ltd.

Sr No

Comapany Name

28 Mundra Solar PV Ltd. 29 Mundra Solar Ltd. 30 Adani Wind Energy (Gujarat) Pvt Ltd. 31 Kilaj Solar (Maharashtra) Pvt. Ltd. 32 Wardha Solar (Maharashtra) Pvt Ltd.33 Gaya Solar (Bihar) Pvt Ltd.34 Mahoba Solar (UP) Pvt Ltd.35 Adani Renewable Energy Park Ltd.36 Adani Renewable Energy Park (Gujarat) Ltd.37 Adani Commodities LLP 38 Adani Tradecom LLP 39 Adani Tradewing LLP 40 Adani Tradex LLP 41 Adani Infrastructure Pvt. Ltd. 42 Adani Cementation Ltd. 43 Adani North America Inc 44 AWEL Global Ltd.45 Adani Mining Pty Ltd. 46 Galilee Transmission Holding Pty Ltd. 47 Galilee Transmission Pty Ltd. 48 Galilee Transmission Holdings Trust 49 PT Sumber Bara 50 PT Suar Harapan Bangsa 51 PT Tambang Sejahtera Bersama 52 PT Gemilang Pusaka Pertiwi 53 PT Hasta Mundra 54 Adani Infrastructure Pty Ltd.

Sr No

Comapany Name

1 PT Mundra Coal2 Adani Bunkering Pte Ltd.

(Merged with Adani Global Pte Ltd)

263

Adani Enterprises Limited 25th Annual Report 2016-17

(H in Crores)

Sr No

Name of Associate / Joint Venture

Latest Audited Balance Sheet

Date

Shares of Associate / Joint Venture held by the Company

at the year end

Extent of Holding %

Description of Significant

Influence

Reason why Associate

/ Joint Venture is not Consolidated

Networth Attributable to Shareholding as per latest

Audited Balancesheet

date

Profit / (Loss) for the Year

No of Shares Amount of Investment

in Associate / Joint Venture

Considered in Consolidation

Not Considered in Consolidation

1 Adani Wilmar Ltd - Consolidated

31-Mar-2017 5,71,47,443 341.38 50% by ATCM LLP

Note - A N.A 660.52 129.64 -

2 Adani Wilmar PTE Ltd - Consolidated

31-Dec-2016 38,00,000 25.18 50% by AGPTE

Note - A N.A 66.39 18.30 -

3 Adani Murmagao Port Terminal Pvt. Ltd

31-Mar-2017 Nil Nil 26% upto 31.03.17

Note - A N.A 8.86 (2.05) -

4 Adani Kandla Bulk Terminal Pvt Ltd

31-Mar-2017 Nil Nil 26% upto 31.03.17

Note - A N.A (34.16) (23.74) -

5 Indian Oil Adani Gas Pvt Ltd

31-Mar-2017 8,50,00,000 85.00 50% by AGASL

Note - A N.A 78.08 (3.08) -

6 Adani Renewable Park Rajasthan Ltd

31-Mar-2017 4,02,82,892 40.28 50% by AREPL

Note - A N.A 20.28 (0.22) -

7 CSPGCL AEL Parsa Kente Collieries Ltd

31-Mar-2017 78,400 0.08 49% by AEL Note - A N.A 0.06 (0.00) -

8 GSPC LNG Ltd 31-Mar-2017 4,82,00,000 48.20 31.17% by AEL

Note - A N.A 48.20 - -

9 Vishakha Industries Pvt Ltd

31-Mar-2017 1,46,685 5.00 50% by AAFL

Note - A N.A 2.23 0.02 -

10 Adani-Elbit Advance Systems India Ltd

31-Mar-2017 5,100 0.01 51% by AEL Note - A N.A (0.43) (0.01) 0.43

11 Adani Green Energy Pte Ltd

31-Mar-2017 - - 51% by AGPTE

Note - A N.A - - -

Note :

A. There is a significant influence due to percentage (%) of Shareholding

Names of Associates sold during the year

Names of Associates & Joint Venture which are yet to commence operations

Sr No

Comapany Name

1 Adani Murmagao Port Terminal Pvt Ltd 2 Adani Kandla Bulk Terminal Pvt Ltd

Sr No

Comapany Name

1 GSPC LNG Ltd2 CSPGCL AEL Parsa Kente Collieries Ltd 3 Adani Renewable Park Rajasthan Ltd4 Vishakha Industries Pvt Ltd5 Adani-Elbit Advance Systems India Ltd6 Adani Green Energy Pte Ltd

For and on behalf of the Board of Directors

GAUTAM S. ADANI RAJESH S. ADANI AMEET H. DESAI JATIN JALUNDHWALAChairman Managing Director Executive Director and CFO Company Secretary &DIN 00006273 DIN 00006322 DIN 00007116 Sr. Vice President (Legal)

Form No. AOC - 1Part “B” : Associates & Joint Ventures(Pursuant to first proviso to sub-Section (3) of Section 129 Read with Rule 5 of Companies (Accounts) Rules, 2014), related to Associate Companies and Joint Ventures

264

NOTICE

NOTICE is hereby given that the 25th Annual General Meeting

of Adani Enterprises Limited will be held on Wednesday,

9th August, 2017 at 10.30 a.m. at J. B. Auditorium, Ahmedabad

Management Association, AMA Complex, ATIRA, Dr. Vikram

Sarabhai Marg, Ahmedabad – 380 015 to transact the

following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited financial

statements (including audited consolidated financial

statements) forthefinancialyearendedon31st March,

2017 and the Reports of the Board of Directors and

Auditors thereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr. Rajesh S. Adani

(DIN: 00006322), who retires by rotation and being

eligible offers, himself for re-appointment.

4. To appoint a Director in place of Mr. Pranav V. Adani

(DIN : 00008457), who retires by rotation and being

eligible offers, himself for re-appointment.

5. Toconsiderand if thoughtfit, topass,withorwithout

modification(s), thefollowingresolutionasanOrdinary

Resolution :

“RESOLVED THAT pursuant to the provisions of Section

139 and other applicable provisions, if any, of the

Companies Act, 2013 and the Rules framed thereunder, as

amended from time to time, M/s. Shah Dhandharia & Co.,

Chartered Accountants (Firm Registration No.: 118707W)

be and is hereby appointed as Statutory Auditors of

the Company, in place of M/s. Dharmesh Parikh & Co.,

Chartered Accountants, Ahmedabad (Firm Registration

No.: 112054W), the retiring Statutory Auditors, to hold

officefromtheconclusionofthisAnnualGeneralMeeting

(AGM) till the conclusion of 30th AGM of the Company

to be held in the year 2022 (subject to ratification of

their appointment at every AGM) on such remuneration

(including fees for certification) and reimbursement of

out of pocket expenses for the purpose of audit as may

befixedbytheBoardofDirectorsoftheCompany,onthe

recommendation of the Audit Committee.”

SPECIAL BUSINESS

6. Toconsiderand if thoughtfit, topass,withorwithout

modification(s), thefollowingresolutionasanOrdinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections

149, 152 and other applicable provisions, if any, of

the Companies Act, 2013 (Act) and the rules framed

thereunder, read with Schedule IV of the Act, as amended

from time to time, Mr. Venkataraman Subramanian

(DIN: 00357727), who was appointed as an Additional

Director pursuant to the provisions of Section 161(1) of

the Act and Articles of Association of the Company and

whoholdsofficeuptothedateofthisAnnualGeneral

Meeting and in respect of whom the Company has

received a notice in writing under Section 160 of the Act

fromamemberproposinghiscandidaturefortheoffice

of Director, be and is hereby appointed as an Independent

Director(Non-Executive)oftheCompanytoholdoffice

for a period upto August, 2021.”

7. Toconsiderand if thoughtfit, topass,withorwithout

modification(s), thefollowingresolutionasanOrdinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections

149, 152 and other applicable provisions, if any, of

the Companies Act, 2013 (Act) and the rules framed

thereunder, read with Schedule IV of the Act, as amended

from time to time, Mrs. Vijaylaxmi Joshi (DIN: 00032055),

who was appointed as an Additional Director pursuant to

the provisions of Section 161(1) of the Act and Articles

of Association of the Company and who holds office

up to the date of this Annual General Meeting and in

respect of whom the Company has received a notice

in writing under Section 160 of the Act from a member

proposinghercandidaturefortheofficeofDirector,be

and is hereby appointed as an Independent Director

(Non-Executive) of the Company to hold office for a

period upto November, 2021.”

Adani Enterprises Limited | 25th Annual Report 2016-17

265

8. Toconsiderand if thoughtfit, topass,withorwithout

modification(s), the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the provisions of Section

42, 62 and all other applicable provisions, if any, of the

Companies Act, 2013 and the rules framed thereunder

(includinganystatutorymodification(s)orre-enactment

thereof, for the time being in force) (the “Companies

Act”), the Foreign Exchange Management Act, 1999,

as amended or restated (“FEMA”), the Securities and

Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended or

restated (the “ICDR Regulations”), the Issue of Foreign

Currency Convertible Bonds and Ordinary Shares

(Through Depository Receipt Mechanism) Scheme,

1993, as amended or restated, the Foreign Exchange

Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations 2000, as amended

or restated, and subject to all other applicable laws,

statutes, rules, circulars, notifications, regulations and

guidelines of the Government of India, the Securities and

Exchange Board of India (the “SEBI”), the Reserve Bank

of India (the “RBI”), the relevant stock exchanges where

the equity shares of the Company are listed (the “Stock

Exchanges”) and all other appropriate statutory and

regulatory authorities, as may be applicable or relevant,

whether in India or overseas (hereinafter collectively

referred to as the “Appropriate Authorities”), the enabling

provisions of the Memorandum and Articles of Association

of the Company, as amended, and the listing agreements

entered into by the Company with the Stock Exchanges

and subject to requisite approvals, consents, permissions

and sanctions, if any, of the Appropriate Authorities

and subject to such conditions and modifications

as may be prescribed by any of them in granting any

such approvals, consents, permissions, and sanctions

(hereinafter referred as the “Requisite Approvals”)

which may be agreed to by the Board of Directors of the

Company (hereinafter referred as the “Board” which term

shall be deemed to include any committee constituted

or to be constituted by the Board to exercise its powers

including the powers conferred by this resolution, or

any person(s) authorised by the Board or its committee

for such purposes), consent of the Company be and is

hereby accorded to the Board in its absolute discretion,

to create, offer, issue and allot, from time to time in

either one or more international offerings, in one or more

foreign markets, in one or more tranches and/or in the

course of one or more domestic offering(s) in India, such

number of equity shares and/or any securities linked

to, convertible into or exchangeable for equity shares

including without limitation through Global Depository

Receipts (“GDRs”) and/or American Depository Receipts

(“ADRs”) and/or convertible preference shares and/or

convertible debentures (compulsorily and/or optionally,

fully and/or partly) and/or Commercial Papers and/or

warrants with a right exercisable by the warrant holder

to exchange or convert such warrants with equity shares

of the Company at a later date simultaneously with the

issue of non-convertible debentures and/or Foreign

Currency Convertible Bonds (“FCCBs”) and/or Foreign

Currency Exchangeable Bonds (“FCEBs”) and/or any other

permitted fully and/or partly paid securities/ instruments/

warrants, convertible into or exchangeable for equity

shares at the option of the Company and/or holder(s) of

the security(ies) and/or securities linked to equity shares

(hereinafter collectively referred to as “Securities”), in

registered or bearer form, secured or unsecured, listed

on a recognized stock exchange in India or abroad

whether rupee denominated or denominated in foreign

currency, to such investors who are eligible to acquire

such Securities in accordance with all applicable laws,

rules, regulations, guidelines and approvals, through

public issue(s), rights issue(s), preferential issue(s),

private placement(s) and / or qualified institutional

placement in terms of Chapter VIII of the SEBI (ICDR)

Regulations or any combinations thereof, through any

prospectus, offer document, offer letter, offer circular,

placement document or otherwise, at such time or times

and at such price or prices subject to compliance with

all applicable laws, rules, regulations, guidelines and

approvals, at a discount or premium to market price or

prices in such manner and on such terms and conditions

including as regards security, rate of interest, etc., as

may be deemed appropriate by the Board in its absolute

discretion, subject to compliance with all applicable

laws, rules, regulations, guidelines and approvals, for

an aggregate amount, not exceeding ` 5,000 Crores

(Rupees Five Thousand Crores Only) or foreign currency

equivalent thereof, at such premium as may from time to

266

time be decided by the Board and the Board shall have

the discretion to determine the categories of eligible

investors to whom the offer, issue and allotment shall be

made to the exclusion of all other categories of investors

at the time of such offer, issue and allotment considering

the prevailing market conditions and all other relevant

factors and where necessary in consultation with

advisor(s), lead manager(s), and underwriter(s) appointed

by the Company.

RESOLVED FURTHER THAT without prejudice to the

generality of the above, the issue(s) of Securities may,

subject to compliance with all applicable laws, rules,

regulations, guidelines and approvals, have all or any

terms, or combination of terms, in accordance with

domestic and/or international practice, including, but not

limited to, conditions in relation to payment of interest,

additional interest, premium on redemption, prepayment

and any other debt service payments whatsoever and

all other such terms as are provided in offerings of

such nature including terms for issue of additional

equity shares or variation of the conversion price of the

Securities during the duration of the Securities.

RESOLVED FURTHER THAT in case of any offering of

Securities, including without limitation any GDRs/ADRs/

FCCBs/FCEBs/other securities convertible into equity

shares, consent of the shareholders be and is hereby

given to the Board to issue and allot such number of

equity shares as may be required to be issued and

allotted upon conversion, redemption or cancellation of

any such Securities referred to above in accordance with

the terms of issue/offering in respect of such Securities

and such equity shares shall rank pari passu with the

existing equity shares of the Company in all respects,

except as may be provided otherwise under the terms

of issue/offering and in the offer document and/or offer

letter and/or offering circular and /or listing particulars.

RESOLVED FURTHER THAT the Board be and is hereby

authorised to engage, appoint and to enter into and

execute all such agreement(s)/ arrangement(s)/ MoUs/

placement agreement(s)/ underwriting agreement(s)/

deposit agreement(s)/ trust deed(s)/ subscription

agreement/ payment and conversion agency agreement/

any other agreements or documents with any consultants,

lead manager(s), co-lead manager(s), manager(s),

advisor(s), underwriter(s), guarantor(s), depository(ies),

custodian(s), registrar(s), agent(s) for service of process,

authorised representatives, legal advisors / counsels,

trustee(s), banker(s), merchant banker(s) and all such

advisor(s), professional(s), intermediaries and agencies

as may be required or concerned in such offerings of

Securities and to remunerate them by way of commission,

brokerage,feesandsuchotherexpensesasitdeemsfit,

listing of Securities in one or more Indian/ International

Stock Exchanges, authorizing any director(s) or any

officer(s) of theCompany, severally, to sign for and on

behalf of the Compan offer document(s), arrangement(s),

application(s), authority letter(s), or any other related

paper(s)/documents(s), give any undertaking(s),

affidavit(s), certification(s), declaration(s) including

without limitation the authority to amend or modify such

document(s).

RESOLVED FURTHER THAT for the purpose of giving

effect to the above resolution, consent of the members

of the Company be and is hereby accorded to the Board

to do all such acts, deeds, matters and/or things, in its

absolute discretion and including, but not limited to

finalization and approval of the preliminary as well as

finaldocument(s),determiningtheform,terms,manner

of issue, the number of the Securities to be allotted,

timing of the issue(s)/ offering(s) including the investors

to whom the Securities are to be allotted, issue price,

face value, number of equity shares or other securities

upon conversion or redemption or cancellation of the

Securities, premium or discount on issue /conversion/

exchange of Securities, if any, rate of interest, period of

conversion or redemption, listing on one or more stock

exchanges in India and / or abroad and any other terms

and conditions of the issue, including any amendments

ormodificationstothetermsoftheSecuritiesandany

agreement or document (including without limitation,

any amendment ormodification, after the issuance of

the Securities), the execution of various transaction

documents, creation of mortgage/charge in accordance

with the provisions of the Companies Act and any other

applicable laws or regulations in respect of any Securities,

eitheronaparipassubasisorotherwise,fixingofrecord

date or book closure and related or incidental matters

as the Board in its absolute discretion deems fit and

to settle all questions, difficulties or doubts that may

Adani Enterprises Limited | 25th Annual Report 2016-17

267

arise in relation to the issue, offer or allotment of the

Securities,acceptanymodifications in theproposalas

may be required by the Appropriate Authorities in such

issues in India and / abroad and subject to applicable law,

for the utilization of the issue proceeds as it may in its

absolutediscretiondeemfitwithoutbeing required to

seek any further consent or approval of the members or

otherwise to the end and intent and that the members

shall be deemed to have given their approval thereto for

all such acts, deeds, matters and/or things, expressly by

the authority of this resolution.

RESOLVED FURTHER THAT for the purpose of giving

effect to the above resolution, the Board is authorised

on behalf of the Company to take all actions and to do all

such deeds, matters and things as it may, in its absolute

discretion, deem necessary, desirable or expedient to

the issue or allotment of aforesaid Securities and listing

thereof with the stock exchange(s) as appropriate and to

resolveandsettleallquestionsanddifficultiesthatmay

arise in the proposed issue, offer and allotment of any of

the Securities, utilization of the issue proceeds and to do

all acts, deeds and things in connection therewith and

incidental thereto as the Board in its absolute discretion

deem fit, without being required to seek any further

consent or approval of the members or otherwise to the

end and intent that they shall be deemed to have given

their approval thereto expressly by the authority of this

resolution.

RESOLVED FURTHER THAT the Company and/or any

agency or body authorised by the Company may,

subject to compliance with all applicable laws, rules,

regulations,guidelinesandapprovals, issuecertificates

and/or depository receipts including global certificates

representing the Securities with such features and

attributes as are prevalent in international and/or

domestic capital markets for instruments of such nature

and to provide for the tradability or transferability thereof

as per the international and/or domestic practices and

regulations, and under the forms and practices prevalent

in such international and/or domestic capital markets.

RESOLVED FURTHER THAT the Company may enter into

any arrangement with any agency or body for the issue,

upon conversion of the Securities, of equity shares of the

Company in registered or bearer form with such features

and attributes as are prevalent in international capital

markets for instruments of this nature and to provide for

the tradability or free transferability thereof as per the

international practices and/or domestic practices and

regulations, and under the forms and practices prevalent

in international and/or domestic capital markets.

RESOLVED FURTHER THAT the Securities may be

redeemed and/or converted into and/or exchanged for

the equity shares of the Company (or exchanged for

equity shares of another company as permitted under

applicable law), subject to compliance with all applicable

laws, rules, regulations, guidelines and approvals, in a

manner as may be provided in the terms of their issue.

RESOLVED FURTHER THAT in case of a Qualified

Institutional Placement (QIP) pursuant to Chapter VIII

of the SEBI (ICDR) Regulations, the allotment of eligible

securities within the meaning of Chapter VIII of the

SEBI(ICDR)RegulationsshallonlybemadetoQualified

Institutional Buyers (QIBs) within the meaning of Chapter

VIII of the SEBI (ICDR) Regulations, such securities shall

be fully paid-up and the allotment of such securities shall

be completed within 12 months from the date of the

resolution approving the proposed issue by the members

of the Company or such other time as may be allowed

by SEBI (ICDR) Regulations from time to time and that

the securities be applied to the National Securities

Depository Limited and/or Central Depository Services

(India) Limited for admission of the eligible securities

to be allotted as per Chapter VIII of the SEBI (ICDR)

Regulations.

RESOLVED FURTHER THAT the relevant date for the

purpose of pricing of the Securities by way of QIP/GDRs/

ADRs/FCCBs/FCEBs or by way of any other issue(s) shall

be the date as specified under the applicable law or

regulation or it shall be the date of the meeting in which

the Board decides to open the issue.

RESOLVED FURTHER THAT the Board and other

designatedofficersof theCompanybeandarehereby

severally authorised to make all filings including as

regards the requisite listing application/ prospectus/ offer

document/registration statement, or any draft(s) thereof,

or any amendments or supplements thereof, and of any

other relevant documents with the Stock Exchanges

(in India or abroad), the RBI, the FIPB, the SEBI, the

268

Registrar of Companies and such other authorities or

institutions in India and/or abroad for this purpose and

to do all such acts, deeds and things as may be necessary

or incidental to give effect to the resolutions above and

theCommonSealoftheCompanybeaffixedwherever

necessary.

RESOLVED FURTHER THAT such of these Securities as

are not subscribed may be disposed off by the Board in

its absolute discretion in such manner, as the Board may

deemfitandaspermissiblebylaw.

RESOLVED FURTHER THAT the Board be and is hereby

authorised to delegate all or any of its powers conferred

by this resolution on it, to any Committee of directors or

theManagingDirectororDirectorsoranyotherofficer

of the Company, in order to give effect to the above

resolutions.

RESOLVED FURTHER THAT all actions taken by the

Board in connection with any matter referred to or

contemplated in any of the foregoing resolutions are

herebyapproved,ratifiedandconfirmedinallrespects.”

9. Toconsiderand if thoughtfit, topass,withorwithout

modification(s), the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the provisions of Section

42, 71 and all other applicable provisions, if any, of the

Companies Act, 2013 (“Act”), read with rules made

thereunder (including any statutory modification(s) or

re-enactment thereof, for the time being in force) and

pursuant to the provisions of SEBI (Issue and Listing of

Debt Securities) Regulations, 2008 as amended from

time to time and other applicable SEBI regulations and

guidelines, the provisions of the Memorandum and

Articles of Association of the Company and subject to

such other applicable laws, rules and regulations and

guidelines, consent of the members of the Company

be and is hereby accorded to the Board of Directors

of the Company (hereinafter referred to as “the Board”

which term shall be deemed to include any Committee

which the Board may constitute to exercise its powers,

including the powers conferred by this Resolution) for

making offer(s) or invitation(s) to subscribe redeemable

secured/unsecured Non-Convertible Debentures (NCDs)

but not limited to subordinated debentures, bonds, and/

or other debt securities, etc., on a private placement

basis, in one or more tranches, during the period of one

year from the date of passing of the Special Resolution

by the members, within the overall borrowing limits of

the Company, as may be approved by the members from

time to time.

RESOLVED FURTHER THAT for the purpose of giving

effect to this resolution, the Board be and is hereby

authorised to determine the terms of issue including the

class of investors to whom NCDs are to be issued, time,

securities to be offered, the number of NCDs, tranches,

issue price, tenor, interest rate, premium/discount, listing

and to do all such acts and things and deal with all such

matters and take all such steps as may be necessary

and to sign and execute any deeds/ documents/

undertakings/ agreements/ papers/writings, as may be

required in this regard.”

10.Toconsiderand if thoughtfit, topass,withorwithout

modification(s), thefollowingresolutionasanOrdinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section

148 and all other applicable provisions of the Companies

Act, 2013 and the Companies (Audit and Auditors)

Rules, 2014 (including any statutorymodification(s) or

re-enactment thereof, for the time being in force), the

Cost Auditors appointed by the Board of Directors of the

Company, to conduct the audit of the cost records of

miningactivitiesof theCompany for thefinancial year

ending 31st March, 2018, be paid the remuneration as set

out in the Statement annexed to the Notice convening

this Meeting.

RESOLVED FURTHER THAT the Board of Directors of

the Company be and is hereby authorised to do all acts

and take all such steps as may be necessary, proper or

expedient to give effect to this resolution.”

Date : 24th May, 2017. For and on behalf of the Board

Place : Ahmedabad

Regd.Office:“AdaniHouse”,

Near Mithakhali Six Roads,

Navrangpura, Jatin Jalundhwala

Ahmedabad - 380 009 Company Secretary &

Gujarat, India. Sr. Vice President (Legal)

CIN : L51100GJ1993PLC019067

Adani Enterprises Limited | 25th Annual Report 2016-17

269

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.

THE PROXY NEED NOT BE A MEMBER.

A person can act as proxy on behalf of members not

exceedingfifty (50) andholding in theaggregatenot

more than ten percent of the total share capital of the

Company. A member holding more than ten percent of

the total share capital of the Company carrying voting

rights may appoint a single person as proxy and such

person shall not act as a proxy for any other person or

shareholder.

2. THE INSTRUMENT APPOINTING PROXY SHOULD

HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE

OF THE COMPANY NOT LATER THAN 48 HOURS

BEFORE THE COMMENCEMENT OF THE MEETING.

3. Information regarding appointment/re-appointment

of Directors and Explanatory Statement in respect of

special businesses to be transacted pursuant to Section

102 of the Companies Act, 2013 and/or Regulation

36(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is annexed hereto.

4. The Register of members and share transfer books

of the Company will remain closed from Wednesday,

2nd August, 2017 to Wednesday, 9th August, 2017

(both days inclusive) to determine entitlement of the

shareholders to receive dividend for the year 2016-17.

5. Shareholders seeking any information with regard

to accounts are requested to write to the Company

atleast 10 days before the meeting so as to enable the

management to keep the information ready.

6. All documents referred to in the accompanying notice

and explanatory statement will be kept open for

inspectionat theRegisteredOfficeofCompanyonall

working days between 11.00 a.m. to 1.00 p.m. prior to

date of Annual General Meeting.

7. Members are requested to bring their copy of Annual

Report at the meeting.

8. Members holding the shares in physical mode are

requested to notify immediately the change of their

address and bank particulars to the R & T Agent of

the Company. In case shares held in dematerialized

form, the information regarding change of address and

bank particulars should be given to their respective

Depository Participant.

9. In terms of Section 72 of the Companies Act, 2013,

nomination facility is available to individual shareholders

holding shares in the physical form. The shareholders

who are desirous of availing this facility, may kindly

write to Company’s R & T Agent for nomination form by

quoting their folio number.

10. The balance lying in the unpaid dividend account of

the Company in respect of dividend declared on for

the financial year 2009-10 will be transferred to the

Investor Education and Protection Fund of the Central

Government by October, 2017. Members who have not

encashed their dividend warrants pertaining to the said

year may approach the Company or its share transfer

agent for obtaining payments thereof by September,

2017.

11. The route map showing directions to reach the venue of

thetwenty-fifthAGMisannexed.

12. Process and manner for members opting for voting

through Electronic means:

i. In compliance with the provisions of Section 108

of the Act read with Rule 20 of the Companies

(Management and Administration) Rules, 2014

as amended and Regulation 44 of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company is pleased to offer

the facility of voting through electronic means

and the business set out in the Notice above may

be transacted through such electronic voting.

The facility of voting through electronic means is

provided through the e-voting platform of Central

Depository Services (India) Limited (“remote

e-voting”).

270

ii. Members whose names are recorded in the Register

ofMembersorintheRegisterofBeneficialOwners

maintained by the Depositories as on the Cut-off

date i.e. 2nd August, 2017, shall be entitled to avail

the facility of remote e-voting as well as voting at

the AGM. Any recipient of the Notice, who has no

voting rights as on the Cut-off date, shall treat this

Notice as intimation only.

iii. A person who has acquired the shares and has

become a member of the Company after the

despatch of the Notice of the AGM and prior to the

Cut-off date i.e. 2nd August, 2017, shall be entitled

to exercise his/her vote either electronically i.e.

remote e-voting or through the Poll Paper at the

AGM by following the procedure mentioned in this

part.

iv. The remote e-voting will commence on Saturday,

5th August, 2017 at 9.00 a.m. and will end on

Tuesday, 8th August, 2017 at 5.00 p.m. During this

period, the members of the Company holding shares

either in physical form or in demat form as on the

Cut-off date i.e. 2nd August, 2017, may cast their vote

electronically. The members will not be able to cast

their vote electronically beyond the date and time

mentioned above and the remote e-voting module

shall be disabled for voting by CDSL thereafter.

v. Once the vote on a resolution is cast by the

member, he/she shall not be allowed to change it

subsequently or cast the vote again.

vi. The facility for voting through Ballot Paper would

be made available at the AGM and the members

attending the meeting who have not already cast

their votes by remote e-voting shall be able to

exercise their right at the meeting through Poll

Paper. The members who have already cast their

vote by remote e-voting prior to the meeting, may

also attend the Meeting, but shall not be entitled to

cast their vote again.

vii. The voting rights of the members shall be in

proportion to their share in the paid up equity share

capital of the Company as on the Cut-off date i.e.

2nd August, 2017.

viii. The Company has appointed CS Chirag Shah,

Practising Company Secretary (Membership No.

FCS: 5545; CP No: 3498), to act as the Scrutinizer

for conducting the remote e-voting process as well

as the voting through Poll Paper at the AGM, in a fair

and transparent manner.

ix. The procedure and instructions for remote e-voting

are, as follows:

Step 1 : Open your web browser during the voting period and log on to the e-voting website: www.evotingindia.com.

Step 2 : Now click on “Shareholders” to cast your votes.

Step 3 : Now, fill up the following details in theappropriate boxes:User-ID: a. For CDSL: 16 digits

beneficiaryIDb. For NSDL: 8 Character

DP ID followed by 8 Digits Client ID

c. Members holding shares in physical form should enter the Folio Number registered with the Company.

Step 4 : Next, enter the Image Verification asdisplayed and Click on Login.

If you are holding shares in demat form and had logged on to then your existing password is to be used.

Step 5 : Ifyouareafirsttimeuserfollowthestepsgiven below:For members holding shares in demat form and physical form:PAN Enter your 10 digit alpha-

numeric PAN issued by Income Tax Department

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

Adani Enterprises Limited | 25th Annual Report 2016-17

271

DOB# Enter the Date of Birth as recorded in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat Bank account or the Company records for the said folio.

If the details are not recorded with the Depository or Company, please enter the number of Shares held by you in the bank account column.

# Please enter the DOB or dividend bank

details in order to login.

Step 6 : After entering these details appropriately,

click on “SUBMIT” tab.

Step 7 : Members holding shares in physical form

will then directly reach the Company

selection screen.However, first timeuser

holding shares in demat form will now

reach ‘Password Creation’ menu wherein

they are required to mandatorily enter their

loginpasswordinthenewpasswordfield.

Kindly note that this password can also be

used by the Demat holders for voting for

resolution of any other Company on which

they are eligible to vote, provided that the

Company opts for e-Voting through CDSL

platform. It is strongly recommended not

to share your password with any other

person and take utmost care to keep your

passwordconfidential.

If Demat account holder has forgotten the

changed password then Enter the user ID

and the imageverificationcodeandclick

on Forgot Password and enter the details

as prompted by the System.

Step 8 : For members holding shares in physical

form, the details can be used only for

remote e-voting on the resolutions

contained in this Notice.

Step 9 : Click on EVSN of the Company.

Step 10: On the voting page, you will see Resolution

Description and against the same, the

option “YES/NO” for voting. Select the

relevant option as desired YES or NO and

click to submit.

Step 11: Clickontheresolutionfilelinkifyouwish

to view the entire Notice.

Step 12: After selecting the resolution, you have

decided to vote on, click on “SUBMIT”. A

confirmation boxwill be displayed. If you

wish to confirm your vote, click on “OK”,

else to change your vote, click on “CANCEL”

and accordingly modify your vote. Once

you “CONFIRM” your vote on the resolution,

you will not be allowed to modify your vote.

Step 13: You can also take print out of the voting

done by you by clicking on “Click here to

print” option on the Voting page.

Step 14: Instructions for Non – Individual Members

and Custodians:

• Non-Individual Members (i.e. other

than Individuals, HUF, NRI, etc.) and

Custodian are required to log on to

www.evotingindia.com and register

themselves as Corporates.

• A scanned copy of the Registration Form

bearing the stamp and sign of the entity

should be emailed to helpdesk.evoting@

cdslindia.com.

• After receiving the login details, a

compliance user should be created

using the admin login and password. The

compliance user would be able to link

the account(s) for which they wish to

vote on.

• The list of accounts should be emailed to

[email protected] and on

approval of the accounts, they would be

able to cast their vote.

• A scan copy of the Board Resolution and

Power of Attorney (“POA”) which they

have issued in favour of the Custodian,

if any, should be uploaded in PDF format

in the system for the Scrutinizer to verify

the same.

272

x. Shareholders can also cast their vote using CDSL’s

mobile app m-Voting available for android based

mobiles. The m-Voting app can be downloaded from

Google Play Store. Please follow the instructions as

prompted by the mobile app while voting on your

mobile.

xi. The results declared along with the Scrutinizer’s

Report shall be placed on the Company’s website

www.adanienterprises.com and on the website of

CDSL i.e www.cdslindia.com within three days of

the passing of the Resolutions at the 25th Annual

General Meeting of the Company and shall also be

communicated to the Stock Exchanges where the

shares of the Company are listed.

xii. In case you have any queries or issues regarding

e-voting, you may refer the Frequently Asked

Questions (“FAQs”) and e-voting manual available at

www.evotingindia.com, under help section or write

an e-mail to [email protected].

Contact Details:

Company : Adani Enterprises LimitedRegd.Office:“AdaniHouse“,Nr.MithakhaliSix Roads, Navrangpura, Ahmedabad-380 009, Gujarat, IndiaCIN: L51100GJ1993PLC019067E-mail IDs: [email protected]

Registrar and Transfer Agent

: Link Intime India Private Limited 5th Floor, 506 to 508, Amarnath Business Centre – 1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College CornerOff C G Road, Navrangpura, Ahmedabad – 380009Tel: +91-79-26465179

e-Voting Agency

: Central Depository Services (India) LimitedE-mail ID: [email protected] : 022- 22723333/ 8588

Scrutinizer : CS Chirag ShahPractising Company SecretaryE-mail ID: [email protected]

Adani Enterprises Limited | 25th Annual Report 2016-17

273

For Item No. 6:The Board of Directors vide circular resolution dated

22nd August, 2016 appointed Mr. Venkataraman Subramanian

as an Additional Director of the Company. According to the

provisions of Section 161 of the Companies Act 2013, he

holdsofficeasDirectoronlyuptothedateoftheensuing

Annual General Meeting. As required under Section 160 of

the Companies Act, 2013, a notice has been received from a

member signifying its intention to propose the appointment

of Mr. Venkataraman Subramanian as a Director along with

the deposit of requisite amount.

Mr. Venkataraman Subramanian joined the Indian

Administrative Service in 1971 (West Bengal Cadre).

He occupied many senior positions in the Government of

India and the Government of West Bengal during a career of

37 years. Most recently, Mr. Subramanian was the Secretary

to the Government of India with the Ministry of New and

Renewable Energy (MNRE) where he pioneered important

initiatives for reforms and development of the renewable

energy sector, including the introduction of the “Feed-in

Tariff” concept. As Additional Secretary & later Financial

Adviser, Ministry of Rural Development, he implemented

National Rural Development plans including the National

Rural Employment Guarantee Scheme. He is also the

Business Development Adviser to the Council for Industrial

andScientificResearchatNewDelhi,theSecretaryGeneral

of the Indian Wind Energy Association, and Chairman of

the Research Council of Indian Institute of Petroleum, in an

honorary capacity.

Mr. Venkataraman Subramanian has given a declaration to

the Board that he meets the criteria of independence as

provided under Section 149(6) of the Act. In the opinion

oftheBoard,hefulfillstheconditionsspecified intheAct

read with the rules made thereunder for appointment as

an Independent Director and he is independent of the

management.

Mr. Venkataraman Subramanian is not disqualified from

being appointed as Director in terms of Section 164 of the

Act and has given his consent to act as Director.

In compliance with the provisions of Section 149 read with

Schedule IV of the Act, the appointment of Mr. Venkataraman

Subramanian as an Independent Director is now being placed before the Members for their approval.

The terms and conditions for appointment of Mr. Venkataraman Subramanian as an Independent Director of the Company shall be open for inspection by the members at the Registered Office of the Company during normalbusiness hours on any working day.

Brief resume and other details of Mr. Venkataraman Subramanian whose appointment is proposed are provided in the annexure to the Notice attached herewith.

The Board of Directors recommends the said resolution for your approval.

Mr. Venkataraman Subramanian is deemed to be interested in the said resolution as it relates to his appointment.

None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the said resolution.

For Item No. 7:The Board of Directors vide circular resolution dated 2nd December, 2016 appointed Mrs. Vijaylaxmi Joshi as an Additional Director of the Company. According to the provisions of Section 161 of the Companies Act 2013, she holdsofficeasDirectoronlyuptothedateoftheensuingAnnual General Meeting. As required under Section 160 of the Companies Act, 2013, a notice has been received from a member signifying its intention to propose the appointment of Mrs. Vijaylaxmi Joshi as a Director along with the deposit of requisite amount.

Mrs.VijaylaxmiJoshiisa1980batchIASofficeroftheGujaratcadre. She had served in various posts in the State and in the Centre. She had been Joint and Additional Secretary in the Commerce Ministry between 2011 to 2014. Thereafter, she took over as Secretary, Ministry of Panchayati Raj on 1st May, 2014. She had also been appointed as Officer on SpecialDuty in the Ministry of Drinking Water and Sanitation. Lastly, she was head of the Swachh Bharat Abhiyan, the Clean India programme.

Under State level, she has also been deputed as Managing Director of Government Companies such as Gujarat Mineral

Development Corporation Ltd.

ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

274

Mrs. Vijaylaxmi Joshi has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Act. In the opinion of the Board, shefulfillstheconditionsspecifiedintheActreadwiththerules made thereunder for appointment as an Independent Director and she is independent of the management.

Mrs.VijaylaxmiJoshiisnotdisqualifiedfrombeingappointedas Director in terms of Section 164 of the Act and has given her consent to act as Director.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mrs. Vijaylaxmi Joshi as an Independent Director is now being placed before the Members for their approval.

The terms and conditions for appointment of Mrs. Vijaylaxmi Joshi as an Independent Director of the Company shall be open for inspection by the members at the Registered OfficeoftheCompanyduringnormalbusinesshoursonanyworking day.

Brief resume and other details of Mrs. Vijaylaxmi Joshi whose appointment is proposed are provided in the annexure to the Notice attached herewith.

The Board of Directors recommends the said resolution for your approval.

Mrs. Vijaylaxmi Joshi is deemed to be interested in the said resolution as it relates to her appointment.

None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the said resolution.

For Item No. 8:The Company proposes to have flexibility to infuse additional capital, to tap capital markets and to raise additional long term resources, if necessary in order to sustain rapid growth in the business, for business expansion and to improve the financialleveragingstrengthoftheCompany.Theproposedresolution seeks the enabling authorization of the members to the Board of Directors to raise funds to the extent of ` 5,000 Crores (Rupees Five Thousand Crores Only) or its equivalent in any one or more currencies, in one or more tranches, in such form, on such terms, in such manner, at such price and at such time as may be considered appropriate by the Board (inclusive at such premium as may be determined) by way of issuance of equity shares of the Company (“Equity Shares”) and/or any instruments or securities including Global Depository Receipts (“GDRs”) and/or American Depository Receipts (“ADRs”) and/or convertible preference shares and/or convertible debentures (compulsorily and/

or optionally, fully and/or partly) and/or non-convertible debentures (or other securities) with warrants, and/or warrants with a right exercisable by the warrant holder to exchange or convert such warrants with equity shares of the Company at a later date simultaneously with the issue of Foreign Currency Convertible Bonds (“FCCBs”) and/or Foreign Currency Exchangeable Bonds (“FCEBs”) and/or any other permitted fully and/or partly paid securities/instruments/warrants, convertible into or exchangeable for equity shares at the option of the Company and/or holder(s) of the security(ies) and/or securities linked to equity shares (hereinafter collectively referred to as “Securities”), in registered or bearer form, secured or unsecured, listed on a recognized stock exchange in India or abroad whether rupee denominated or denominated in foreign currency by way of private placement or otherwise.

The Special Resolution also seeks to empower the Board of Directors to undertake a Qualified Institutional Placement(QIP) with Qualified Institutional Buyers (QIBs) as definedby SEBI under Issue of Capital and Disclosure Requirements Regulations, 2009. The Board of Directors may in their discretion adopt this mechanism as prescribed under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Further in case the Company decides to issue eligible securities within the meaning of Chapter VIII of the SEBI Regulations to Qualified InstitutionalInvestors, it will be subject to the provisions of Chapter VIII of the SEBI Regulations as amended from time to time. The aforesaid securities can be issued at a price after taking into consideration the pricing formula prescribed in Chapter VIII of the SEBI (ICDR) Regulations. Allotment of securities issued pursuant to Chapter VIII of SEBI Regulations shall be completed within twelve months from the date of passing of the resolution under Section 42 and 62 of the Companies Act, 2013. This Special Resolution gives (a) adequate flexibility anddiscretiontotheBoardtofinalisethetermsoftheissue,in consultation with the Lead Managers, Underwriters, Legal Advisors and experts or such other authority or authorities as need to be consulted including in relation to the pricing of the Issue which will be a free market pricing and may be at premium or discount to the market price in accordance with the normal practice and (b) powers to issue and market any securities issued including the power to issue such Securities in such tranche or tranches with/without voting rights or with differential voting rights.

The detailed terms and conditions for the issue of Securities will be determined in consultation with the advisors, and such Authority/Authorities as may be required to be consulted by the Company considering the prevailing market conditions and other relevant factors.

Adani Enterprises Limited | 25th Annual Report 2016-17

275

The consent of the shareholders is being sought pursuant to the provisions of Section 42, 62 and other applicable provisions of the Companies Act, 2013 and in terms of the provisions of the listing agreement executed by the Company with Stock Exchanges where the Equity Shares of the Company are listed. Since, the resolution involves issue of Equity Shares to persons other than existing shareholders, Special Resolution in terms of Section 42 and 62 of the Companies Act, 2013 is proposed for your approval. The amount proposed to be raised by the Company shall not exceed ` 5,000 Crores (Rupees Five Thousand Crores Only).

The Equity shares, which would be allotted, shall rank in all respects pari passu with the existing Equity Shares of the Company, except as may be provided otherwise under the terms of issue/offering and in the offer document and/or offer letter and/or offering circular and/or listing particulars.

The Board of Directors recommends the said resolution for your approval.

None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.

For Item No. 9:As per the provisions of Section 42 of the Companies Act, 2013 (“Act”) read with rules made thereunder a Company offering or making an invitation to subscribe to redeemable secured/ unsecured non-convertible debentures (NCDs) on a private placement basis is required to obtain the prior approval of the members by way of a Special Resolution. Such approval by a Special Resolution can be obtained once a year for all the offers and an invitation for such debt securities to be made during the year.

It is proposed to offer or invite subscriptions for redeemable secured/ unsecured non-convertible debenture including subordinated debentures, bonds, and/ or other debt securities, etc., on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Special Resolution by the members, within the overall borrowing limits of the Company, as may be approved by the members from time to time, with authority to the Board to determine the terms and conditions, including the issue price of the debt securities, interest, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit, without being required to seek anyfurther consent or approval of the members or otherwise

to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of the Resolution. Accordingly, the approval of the members is being sought by way of a Special Resolution under Section 42 and other applicable provisions, if any of the Act and its rules there under.

The Board of Directors recommends the said resolution for your approval.

None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.

For Item No. 10:The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. K V Melwani & Associates, Practising Cost Accountants as the cost auditors of the Company to conduct the audit of the cost records of the Mining Activities of the Company for the financialyear2017-18,atafeeof` 50,000/- plus applicable Taxes and reimbursement of out of pocket expenses, as remuneration for cost audit services for the FY 2017-18.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the CostAuditorshastoberatifiedbytheshareholdersoftheCompany.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 10 of the Notice for ratification of the remuneration payable to theCostAuditorsforthefinancialyearending31st March, 2018.

The Board of Directors recommends the above resolution for your approval.

None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.

Date : 24th May, 2017. For and on behalf of the BoardPlace : AhmedabadRegd.Office:“AdaniHouse”,Near Mithakhali Six Roads,

Navrangpura, Jatin Jalundhwala

Ahmedabad - 380 009 Company Secretary &

Gujarat, India. Sr. Vice President (Legal)

CIN : L51100GJ1993PLC019067

276

Name of Director

Date of Birth(No. of

Shares held)

Qualification Nature of expertise in specific functional areas

Name of the companies in which

he holds directorship as on 31.03.2017

Name of committees in which he/she holds membership/

chairmanship as on 31.03.2017

Mr. Rajesh S. Adani

07.12.1964 (Nil)#

B.Com Mr Rajesh Adani has been associated with Adani Group since its inception. He is in charge of the operations of the Group and has been responsible for developing its business relationships. His proactive, personalized approach to the business and competitive spirit has helped towards the growth of the Group and its various businesses.

• Adani Enterprises Limited^^

• Adani Power Limited ^^

• Adani Transmission Limited^^

• Adani Ports and Special Economic Zone Limited^^

• Adani Wilmar Limited

• Adani Gas Limited

• Adani Welspun Exploration Limited

• Adani Green Energy Limited

• Adani Finserve Private Limited

• Adani Institute for Education and Research [Section 8 Company]

• Adani Enterprises Limited^^

o Corporate Social Responsibility Committee

(Chairman)

o Risk Management Committee (Chairman)

• Adani Ports and Special Economic Zone Limited^^

o Audit Committee (Member)

o Stakeholders’ Relationship Committee (Chairman)

o Nomination & Remuneration Committee (Member)

o Sustainability & Corporate Social Responsibility Committee (Chairman)

o Risk Management Committee (Chairman)

• Adani Power Limited^^

o Audit Committee (Member)

o Stakeholders’ Relationship Committee (Member)

o Sustainability and Corporate Social Responsibility Committee (Chairman)

o Risk Management Committee (Chairman)

• Adani Transmission Limited^^

o Corporate Social Responsibility & Sustainability (CSR&S) Committee (Chairman)

o Audit Committee (Member)

o Stakeholders’ Relationship Committee (Member)

o Risk Management Committee (Member)

• Adani Wilmar Limited

o Audit Committee (Chairman)

• Adani Gas Limited

o Audit Committee (Member)

• Adani Welspun Exploration Limited

o Audit Committee (Chairman)

ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment

Adani Enterprises Limited | 25th Annual Report 2016-17

277

ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment

Name of Director

Date of Birth(No. of

Shares held)

Qualification Nature of expertise in specific functional areas

Name of the companies in which

he holds directorship as on 31.03.2017

Name of committees in which he/she holds membership/

chairmanship as on 31.03.2017

Mr. Pranav V. Adani

09.08.1978 (Nil)

B.B.A. Mr. Pranav Adani has been active in the group since 1999. He has been instrumental in initiating & building numerous new business opportunities across multiple sectors. He has spearheaded the Joint Venture with the Wilmar Group of Singapore and transformed it from a singlerefineryedibleoilbusiness into a pan India Food Company. He also leads the Oil & Gas, City Gas Distribution & Agri Infrastructure businesses of the Group. His astute understanding of the economic environment has helped the group in scaling up the businesses multi fold.

Mr. Pranav Adani is a Bachelor of Science in Business Administration from the Boston University, USA. He is also an alumnus of the Owners/President Management Program of the Harvard Business School, USA.

Mr. Pranav Adani has been conferred with several awards, Globoil Man of the Year Award 2009 being one of them.

• Adani Enterprises Limited^^

• Adani Wilmar Limited

• Adani Gas Limited

• Adani Welspun Exploration Limited

• Adani Synenergy Limited

• Adani Bunkering Private Limited

• Adani Properties Private Limited

• Adani Infrastructure and Developers Private Limited

• Adani Agri Fresh Limited

• Adani Agri Logistics Limited

• Adani Agri Logistics Limited

o Audit Committee (Chairman)

• Adani Agri Fresh Limited

o Audit Committee (Chairman)

• Adani Bunkering Private Limited

o Corporate Social Responsibility Committee (Chairman)

• Adani Gas Limited

o Nomination & Remuneration Committee (Member)

o Corporate Social Responsibility Committee (Chairman)

• Adani Welspun Exploration Limited

o Nomination & Remuneration Committee (Member)

278

ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment

Name of Director

Date of Birth(No. of

Shares held)

Qualification Nature of expertise in specific functional areas

Name of the companies in which

he holds directorship as on 31.03.2017

Name of committees in which he/she holds membership/

chairmanship as on 31.03.2017

Mr. Venkataraman Subramanian

17.06.1948(Nil)

Retd. IAS Mr. Venkataraman Subramanian joined the Indian Administrative Service in 1971 (West Bengal Cadre). He occupied many senior positions in the Government of India and the Government of West Bengal during a career of 37 years. Most recently Mr. Subramanian was the Secretary to the Government of India with the Ministry of New and Renewable Energy (MNRE) where he pioneered important initiatives for reforms and development of the renewable energy sector, including the introduction of the “Feed-in Tariff” concept. As Additional Secretary & later Financial Adviser, Ministry of Rural Development, he implemented National Rural Development plans including the National Rural Employment Guarantee Scheme. He is also the Business Development Adviser to the Council for IndustrialandScientificResearch at New Delhi, the Secretary General of the Indian Wind Energy Association, and Chairman of the Research Council of Indian Institute of Petroleum, in an honorary capacity.

• Adani Enterprises Limited^^

• Sundaram-Clayton Limited^^

• Suzlon Energy Limited^^

• SE Electricals Limited

• Bhoruka Power Corporation Limited

• Suzlon Power Infrastructure Limited

• Suzlon Gujarat Wind Park Limited

• Suzlon Generators Limited

• Windforce Management Services Private Limited

• Enfragy Solutions India Private Limited

• GPS Renewables Private Limited

• Environmental Resources Foundation [Section 8 Company]

• Adani Enterprises Limited^^

o Audit Committee (Member)

o Stakeholders’ Relationship Committee (Member)

o Nomination & Remuneration Committee (Member)

• Sundaram -Clayton Limited^^

o Audit Committee (Member)

o Nomination & Remuneration Committee (Member)

• Suzlon Energy Limited^^

o Audit Committee (Member)

• Suzlon Power Infrastructure Limited

o Nomination & Remuneration Committee (Member)

• Suzlon Gujarat Wind Park Limited

o Audit Committee (Member)

o Nomination & Remuneration Committee (Member)

• Suzlon Generators Limited

o Audit Committee (Member)

o Nomination & Remuneration Committee (Member)

Adani Enterprises Limited | 25th Annual Report 2016-17

279

ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment

IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate

Governance” by allowing paperless compliances by the Companies and has issued

circulars stating that service of notice / documents including Annual Report can be

sent by e-mail to its members. To support this green initiative of the Government in

full measure, members who have not registered their e-mail addresses, so far, are

requested to register their e-mail addresses, in respects of electronics holding with

the Depository through their concerned Depository Participants.

Name of Director

Date of Birth(No. of

Shares held)

Qualification Nature of expertise in specific functional areas

Name of the companies in which

he holds directorship as on 31.03.2017

Name of committees in which he/she holds membership/

chairmanship as on 31.03.2017

Mrs. Vijaylaxmi Joshi

01.08.1958(Nil)

Retd. IAS Mrs. Vijaylaxmi Joshi is a 1980batchIASofficeroftheGujarat cadre. She had served in various posts in the State and in the Centre. She had been Joint and Additional Secretary in the Commerce Ministry between 2011 to 2014. Thereafter, she took over as Secretary, Ministry of Panchayati Raj on May 1, 2014. She had also been appointedasOfficeronSpecial Duty in the Ministry of Drinking Water and Sanitation. Lastly, she was head of the Swachh Bharat Abhiyan, the Clean India programme.

• Adani Enterprises Limited^^

Nil

# Individual capacity. ^^Listed Companies

For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship

with other directors and key managerial personnel in respect of above directors, please refer to the Corporate Governance

Report.

280

Venue : J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015.

Landmark : Opposite Indian Institute of Management, Ahmedabad.

ROUTE MAP TO THE VENUE OF THE 25TH AGM TO BE HELD ON WEDNESDAY, 9TH AUGUST, 2017

Venue Distance fromRailway Station 8 km approx.Airport 14 km approx.

N

J. B. Auditorium AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380015, Gujarat.

Ahmedabad Textile IndustriesResearch Association (ATIRA)

IIM-A (0.6 km)

Sahajanand College Kamdhenu

Complex

Panjarapole Cross Road

Ambawadi (1.6 km)

Ahmedabad Management Association (AMA)

Dr. Vikram Sarabhai Marg (Ambawadi-IIM-A Road)

Adani Enterprises Limited | 25th Annual Report 2016-17

CIN : L51100GJ1993PLC019067

Name of the company : Adani Enterprises Limited

Registeredoffice : “AdaniHouse”Nr.MithakhaliSixRoads,Navrangpura, Ahmedabad – 380 009, Gujarat, India

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)

Rules, 2014]

Adani Enterprises Limited

Regd. Office:“Adani House” Nr. Mithakhali Six Roads, Navrangpura,

Ahmedabad – 380 009, Gujarat, India

CIN: L51100GJ1993PLC019067

Name of the member(s) :

Registered Address :

E-mail ID :

Folio No/Client ID :

DP ID :

I / We, being the member(s) of ...........................shares of the above named company, hereby appoint:

1. Name : ...........................................................................................................................................................................................................

Address : ...........................................................................................................................................................................................................

E-mail ID : ...........................................................................................................................................................................................................

Signature : .................................................................................................. , or failing him

2. Name : ...........................................................................................................................................................................................................

Address : ...........................................................................................................................................................................................................

E-mail ID : ...........................................................................................................................................................................................................

Signature : .................................................................................................. , or failing him

3. Name : ...........................................................................................................................................................................................................

Address : ...........................................................................................................................................................................................................

E-mail ID : ...........................................................................................................................................................................................................

Signature : ...........................................................................................................................................................................................................

Form No. MGT-11

Proxy Form

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 25th Annual General Meeting of the Company,

to be held on Wednesday, the 9th day of August, 2017 at 10:30 a.m. at J.B. Auditorium, Ahmedabad Management Association,

AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380 015 and at any adjournment thereof in respect of such

resolutionsas are indicated below:

Ordinary Business:1. Adoption of audited financial statements (including consolidate financial statements) for the financial year ended

31st March, 2017 (Ordinary Resolution).

2. Declaration of Dividend on Equity Shares (Ordinary Resolution).

3. Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary

Resolution).

4. Re-appointment of Mr. Pranav V. Adani (DIN : 00008457), as a Director of the Company who retires by rotation (Ordinary

Resolution).

5. Appointment of M/s. Shah Dhandharia & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company in

placeofM/s.DharmeshParikh&Co.,theretiringStatutoryAuditorsandfixingtheirremuneration(OrdinaryResolution).

Special Business:6. Appointment of Mr. Venkataraman Subramanian (DIN: 00357727), as an Independent Director (Ordinary Resolution).

7. Appointment of Mrs. Vijaylaxmi Joshi (DIN: 00032055), as an Independent Director (Ordinary Resolution).

8. Approval of offer or invitation to subscribe to Securities for an amount not exceeding ` 5,000 Crores (Special Resolution).

9. Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution).

10.RatificationoftheRemunerationoftheCostAuditors(OrdinaryResolution).

Signed this .................................... day of ......................... 2017.

Signature of Shareholder: _______________

Signature of Proxy holder(s): ________________

Note: This formofproxy inorder tobeeffectiveshouldbedulycompletedanddeposited in the registeredofficeof theCompany not less than 48 hours before the commencement of the Meeting.

Affix ` 1Revenue Stamp

Adani Enterprises Limited | 25th Annual Report 2016-17

Attendance SlipFull name of the member attending ...............................................................................................................................................................

Full name of the joint-holder ............................................................................................................................................................................

(TobefillediniffirstnamedJoint–holderdoesnotattendmeeting)

Name of Proxy .....................................................................................................................................................................................................

(TobefilledinifProxyFormhasbeendulydepositedwiththeCompany)

I hereby record my presence at the 25th Annual General Meeting held at J .B. Auditorium, Ahmedabad Management Association,

AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015 on Wednesday, 9th August, 2017 at 10:30 a.m.

Folio No ____________________ DP ID No. * _____________________ Client ID No.* _________________

*Applicable for members holding shares in electronic form.

No. of Share(s) held __________________________ ________________________________

Member’s / Proxy’s Signature

Adani Enterprises Limited

Regd. Office:“Adani House” Nr. Mithakhali Six Roads, Navrangpura,

Ahmedabad – 380 009, Gujarat, India

CIN: L51100GJ1993PLC019067

Adani Enterprises Limited

Adani HouseNear Mithakhali Six Roads,Navrangpura, Ahmedabad 380 009, Gujarat, India.

Tel +91 79 2656 5555 Fax +91 79 2656 5500 [email protected]

Follow us on: / Adani Online Visit us: www.adanienterprises.com